Exhibit 10.1




 







 





RECEIVABLES
PURCHASE AGREEMENT


 


dated as of August 7,
2008


 


among


 


TRIUMPH
RECEIVABLES, LLC,

as Seller


 


TRIUMPH GROUP,
INC.,

as Servicer


 


THE VARIOUS
PURCHASER GROUPS FROM TIME TO TIME PARTY HERETO,


 


and


 


PNC BANK,
NATIONAL ASSOCIATION,

as Administrator




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE I

  	
   

  
	
  AMOUNTS AND TERMS OF THE PURCHASES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.1

  	
  Purchase Facility

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.2

  	
  Making Purchases

  	
  2

  
	
   

  	
   

  	
   

  
	
  Section 1.3

  	
  Purchased Interest Computation

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 1.4

  	
  Settlement Procedures

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 1.5

  	
  Fees

  	
  8

  
	
   

  	
   

  	
   

  
	
  Section 1.6

  	
  Payments and Computations, Etc

  	
  9

  
	
   

  	
   

  	
   

  
	
  Section 1.7

  	
  Increased Costs

  	
  9

  
	
   

  	
   

  	
   

  
	
  Section 1.8

  	
  Requirements of Law

  	
  10

  
	
   

  	
   

  	
   

  
	
  Section 1.9

  	
  Funding Losses

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section 1.10

  	
  Taxes

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section 1.11

  	
  Inability to Determine Euro-Rate

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 1.12

  	
  Notice of Purchaser Termination Date

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
  REPRESENTATIONS AND WARRANTIES; COVENANTS;
  TERMINATION EVENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.1

  	
  Representations and Warranties; Covenants

  	
  13

  
	
   

  	
   

  	
   

  
	
  Section 2.2

  	
  Termination Events

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
  INDEMNIFICATION

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.1

  	
  Indemnities by the Seller

  	
  14

  
	
   

  	
   

  	
   

  
	
  Section 3.2

  	
  Indemnities by the Servicer

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  
	
  ADMINISTRATION AND COLLECTIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.1

  	
  Appointment of the Servicer

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 4.2

  	
  Duties of the Servicer

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 4.3

  	
  Lock-Box Account Arrangements

  	
  18

  
	
   

  	
   

  	
   

  
	
  Section 4.4

  	
  Enforcement Rights

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 4.5

  	
  Responsibilities of the Seller

  	
  20

  
	
   

  	
   

  	
   

  
	
  Section 4.6

  	
  Servicing Fee

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  
	
  THE AGENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.1

  	
  Appointment and Authorization

  	
  20

  



 


i

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 5.2

  	
  Delegation of Duties

  	
  21

  
	
   

  	
   

  	
   

  
	
  Section 5.3

  	
  Exculpatory Provisions

  	
  21

  
	
   

  	
   

  	
   

  
	
  Section 5.4

  	
  Reliance by Agents

  	
  22

  
	
   

  	
   

  	
   

  
	
  Section 5.5

  	
  Notice of Termination Events

  	
  23

  
	
   

  	
   

  	
   

  
	
  Section 5.6

  	
  Non-Reliance on Administrator, Purchaser Agents and
  Other Purchasers

  	
  23

  
	
   

  	
   

  	
   

  
	
  Section 5.7

  	
  Purchasers, Administrator, Purchaser Agents and
  Affiliates

  	
  23

  
	
   

  	
   

  	
   

  
	
  Section 5.8

  	
  Indemnification

  	
  23

  
	
   

  	
   

  	
   

  
	
  Section 5.9

  	
  Successor Administrator

  	
  24

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.1

  	
  Amendments, Etc

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 6.2

  	
  Notices, Etc

  	
  25

  
	
   

  	
   

  	
   

  
	
  Section 6.3

  	
  Successors and Assigns; Participations; Assignments

  	
  25

  
	
   

  	
   

  	
   

  
	
  Section 6.4

  	
  Costs, Expenses and Taxes

  	
  27

  
	
   

  	
   

  	
   

  
	
  Section 6.5

  	
  No Proceedings; Limitation on Payments

  	
  28

  
	
   

  	
   

  	
   

  
	
  Section 6.6

  	
  GOVERNING LAW AND JURISDICTION

  	
  28

  
	
   

  	
   

  	
   

  
	
  Section 6.7

  	
  Confidentiality

  	
  29

  
	
   

  	
   

  	
   

  
	
  Section 6.8

  	
  Execution in Counterparts

  	
  29

  
	
   

  	
   

  	
   

  
	
  Section 6.9

  	
  Survival of Termination

  	
  29

  
	
   

  	
   

  	
   

  
	
  Section 6.10

  	
  WAIVER OF JURY TRIAL

  	
  29

  
	
   

  	
   

  	
   

  
	
  Section 6.11

  	
  Sharing of Recoveries

  	
  30

  
	
   

  	
   

  	
   

  
	
  Section 6.12

  	
  Right of Setoff

  	
  30

  
	
   

  	
   

  	
   

  
	
  Section 6.13

  	
  Entire Agreement

  	
  30

  
	
   

  	
   

  	
   

  
	
  Section 6.14

  	
  Headings

  	
  30

  
	
   

  	
   

  	
   

  
	
  Section 6.15

  	
  Purchaser Groups’ Liabilities

  	
  30

  
	
   

  	
   

  	
   

  
	
  Section 6.16

  	
  Call Option

  	
  31

  



 


ii

















 




	
  EXHIBIT I

  	
   

  	
  Definitions

  
	
   

  	
   

  	
   

  
	
  EXHIBIT II

  	
   

  	
  Conditions of Purchases

  
	
   

  	
   

  	
   

  
	
  EXHIBIT III

  	
   

  	
  Representations and Warranties

  
	
   

  	
   

  	
   

  
	
  EXHIBIT IV

  	
   

  	
  Covenants

  
	
   

  	
   

  	
   

  
	
  EXHIBIT V

  	
   

  	
  Termination Events

  
	
   

  	
   

  	
   

  
	
  SCHEDULE I

  	
   

  	
  Credit and Collection Policy

  
	
   

  	
   

  	
   

  
	
  SCHEDULE II

  	
   

  	
  Lock-Box Banks and Lock-Box Accounts

  
	
   

  	
   

  	
   

  
	
  SCHEDULE III

  	
   

  	
  Actions/Suits

  
	
   

  	
   

  	
   

  
	
  SCHEDULE IV

  	
   

  	
  Liens

  
	
   

  	
   

  	
   

  
	
  ANNEX A

  	
   

  	
  Form of Information Package

  
	
   

  	
   

  	
   

  
	
  ANNEX B

  	
   

  	
  Form of Purchase Notice

  
	
   

  	
   

  	
   

  
	
  ANNEX C

  	
   

  	
  Form of Assumption Agreement

  
	
   

  	
   

  	
   

  
	
  ANNEX D

  	
   

  	
  Form of Transfer Supplement

  
	
   

  	
   

  	
   

  
	
  ANNEX E

  	
   

  	
  Form of Paydown Notice

  
	
   

  	
   

  	
   

  
	
  ANNEX F

  	
   

  	
  Form of Compliance Certificate

  






 


iii

















 


This RECEIVABLES PURCHASE AGREEMENT (as amended,
restated, supplemented or otherwise modified from time to time, this “Agreement”)
is entered into as of August 7, 2008, among TRIUMPH RECEIVABLES, LLC, a
Delaware limited liability company, as seller (the “Seller”), TRIUMPH
GROUP, INC., a Delaware corporation (“Triumph”), as initial servicer (in
such capacity, together with its successors and permitted assigns in such
capacity, the “Servicer”), THE VARIOUS PURCHASERS AND PURCHASER AGENTS
FROM TIME TO TIME PARTY HERETO, and PNC BANK, NATIONAL ASSOCIATION, as
Administrator for each Purchaser Group (in such capacity, the “Administrator”).


 


PRELIMINARY STATEMENTS.  Certain terms that are capitalized and used
throughout this Agreement are defined in Exhibit I.  References in the Exhibits hereto to the “Agreement”
refer to this Agreement, as amended, restated, supplemented or otherwise
modified from time to time.


 


The Seller desires to sell, transfer and assign an
undivided variable percentage interest in a pool of receivables, and the
Purchasers desire to acquire such undivided variable percentage interest, as
such percentage interest shall be adjusted from time to time based upon, in
part, reinvestment payments that are made by such Purchasers.


 


In consideration of the mutual agreements, provisions
and covenants contained herein, the sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:


 


ARTICLE I



AMOUNTS AND TERMS OF THE PURCHASES


 


Section 1.1                                      Purchase
Facility.


 


(a)                                  On
the terms and subject to the conditions hereof, the Seller may, from time to
time before the Facility Termination Date, ratably (based on the aggregate
Commitments of the Related Committed Purchasers in their respective Purchaser
Groups) request that the Conduit Purchasers, or, only if a Conduit Purchaser
denies such request or is unable to fund, ratably request that the Related Committed
Purchasers, make purchases of and reinvestments in undivided percentage
ownership interests with regard to the Purchased Interest from the Seller from
time to time from the date hereof to the earlier of the Facility Termination
Date and the Purchaser Termination Date with respect to such Purchase
Group.  Subject to Section 1.4(b),
concerning reinvestments, at no time will a Conduit Purchaser have any
obligation to make a purchase.  Each
Related Committed Purchaser severally hereby agrees, on the terms and subject
to the conditions hereof, to make purchases of undivided percentage ownership
interests with regard to the Purchased Interest from the Seller before the
Facility Termination Date or, if earlier, the Purchaser Termination Date with
respect to such Related Committed Purchaser, based on the applicable Purchaser
Group’s Ratable Share of each purchase requested pursuant to Section 1.2(a) (each
a “Purchase”) (and, in the case of each Related Committed Purchaser, its
Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase);
provided, however, that under no circumstances shall any
Purchaser make any Purchase or reinvestment hereunder if, after giving effect
to such Purchase or reinvestment (i) such Purchaser’s aggregate 


 


1

















 


Capital would exceed its
Commitment, (ii) the Aggregate Capital would (after giving effect to all
Purchases and reinvestments on such date) exceed the Purchase Limit or (iii) the
Purchased Interest would exceed 100%.


 


(b)                                 The
Seller may, upon 30 days’ prior written notice to the Administrator and each
Purchaser Agent, reduce the unused portion of the Purchase Limit in whole or in
part (but not below the amount which would cause the Group Capital of any
Purchaser Group to exceed its Group Commitment (after giving effect to such
reduction)); provided that each partial reduction shall be in the amount
of at least $5,000,000, or an integral multiple of $1,000,000 in excess thereof
and unless terminated in whole, the Purchase Limit shall, on and after August 29,
2008, in no event be reduced below $75,000,000 (it being understood that the
Purchased Interest shall not exceed 100%). 
Such reduction shall, unless otherwise agreed to in writing by the
Seller, the Administrator and each Purchaser Agent be applied ratably to reduce
the Group Commitment of each Purchaser Group.


 


Section 1.2                                      Making
Purchases.  (a)  Each Purchase
(but not reinvestment) hereunder may be made on any day upon the Seller’s
irrevocable written notice in the form of Annex B (each, a “Purchase
Notice”) delivered to the Administrator and each Purchaser Agent, in
accordance with Section 6.2 (which notice must be received by the
Administrator and each Purchaser Agent before 2:00 p.m., New York City
time) at least two Business Days before the requested Purchase Date, which
notice shall specify: (A) the amount requested to be paid to the Seller
(such amount, which shall not be less than $1,000,000  or
such lesser amount as agreed to by the Administrator and the Majority Purchaser
Agents) and shall be in integral multiples of $100,000, in each case with
respect to each Purchaser Group, (B) the date of such Purchase (which
shall be a Business Day) and (C) the pro forma calculation of the
Purchased Interest after giving effect to the increase in the Aggregate
Capital.


 


(b)                                 On
the date of each Purchase (but not reinvestment) of undivided percentage
ownership interests with regard to the Purchased Interest hereunder, each
applicable Purchaser shall, upon satisfaction of the applicable conditions set
forth in Exhibit II, make available to the Seller in same day
funds, at PNC Bank, National Association, account number 1019825269  (or such other account as may be so designated in writing
by the Seller to the Administrator and each Purchaser Agent) an amount equal to
the portion of Capital relating to the undivided percentage ownership interest
then being funded by such Purchaser.


 


(c)                                  Effective
on the date of each Purchase pursuant to this Section 1.2 and each
reinvestment pursuant to Section 1.4, the Seller hereby sells and
assigns to the Administrator for the benefit of the Purchasers (ratably,
according to each such Purchaser’s Capital) an undivided percentage ownership
interest in: (i) each Pool Receivable then existing, (ii) all Related
Security with respect to such Pool Receivables, and (iii) all Collections
with respect to, and other proceeds of, such Pool Receivables and Related
Security.


 


(d)                                 To
secure all of the Seller’s obligations (monetary or otherwise) under this
Agreement and the other Transaction Documents to which it is a party, whether
now or hereafter existing or arising, due or to become due, direct or indirect,
absolute or contingent, the Seller hereby grants to the Administrator, for the
benefit of the Purchasers, a security interest in all of the Seller’s right,
title and interest (including any undivided interest of the Seller) in, to and 


 


2

















 


under all of the
following, whether now or hereafter owned, existing or arising: (i) all
Pool Receivables, (ii) all Related Security with respect to such Pool
Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the
Lock-Box Accounts and all amounts on deposit therein, and all certificates and
instruments, if any, from time to time evidencing such Lock-Box Accounts and
amounts on deposit therein, (v) all rights (but none of the obligations)
of the Seller under the Sale Agreement, (vi) all proceeds of, and all
amounts received or receivable under any or all of, the foregoing and (vii) all
of its other property (collectively, the “Pool Assets”).  The Seller hereby authorizes the
Administrator to file financing statements describing the collateral covered
thereby as “all of the debtor’s personal property or assets” or words to that
effect, notwithstanding that such wording may be broader in scope than the
collateral described in this Agreement. 
The Administrator, for the benefit of the Purchasers, shall have, with
respect to the Pool Assets, and in addition to all the other rights and
remedies available to the Administrator and the Purchasers, all the rights and
remedies of a secured party under any applicable UCC.


 


(e)                                  The
Seller may, with the written consent of the Administrator and each Purchaser
Agent, add additional Persons as Purchasers (either to an existing Purchaser
Group or by creating new Purchaser Groups) or cause an existing Purchaser to
increase its Commitment in connection with a corresponding increase in the
Purchase Limit; provided, however, that the Commitment of any
Purchaser may only be increased with the prior written consent of such
Purchaser.  Each new Purchaser (or
Purchaser Group) shall become a party hereto, by executing and delivering to
the Administrator and the Seller, an Assumption Agreement in the form of Annex
C hereto (which Assumption Agreement shall, in the case of any new
Purchaser or Purchasers, be executed by each Person in such new Purchaser’s
Purchaser Group).


 


(f)                                    Each
Related Committed Purchaser’s obligation hereunder shall be several, such that
the failure of any Related Committed Purchaser to make a payment in connection
with any Purchase hereunder shall not relieve any other Related Committed
Purchaser of its obligation hereunder to make payment for any Purchase.  Further, in the event any Related Committed
Purchaser fails to satisfy its obligation to make a Purchase as required
hereunder, upon receipt of notice of such failure from the Seller or the
Administrator (or any relevant Purchaser Agent), subject to the limitations set
forth herein, the non-defaulting Related Committed Purchasers in such
defaulting Related Committed Purchaser’s Purchaser Group shall purchase the
defaulting Related Committed Purchaser’s Commitment Percentage of the related
Purchase pro  rata in proportion to their relative Commitment
Percentages (determined without regard to the Commitment Percentage of the
defaulting Related Committed Purchaser; it being understood that a
defaulting Related Committed Purchaser’s Commitment Percentage of any Purchase
shall be first put to the Related Committed Purchasers in such defaulting
Related Committed Purchaser’s Purchaser Group and thereafter if there are no
other Related Committed Purchasers in such Purchaser Group or if such other
Related Committed Purchasers are also defaulting Related Committed Purchasers,
then such defaulting Related Committed Purchaser’s Commitment Percentage of
such Purchase shall be put to each other Purchaser Group ratably and applied in
accordance with this paragraph (f)). 
Notwithstanding anything in this paragraph (f) to the
contrary, no Related Committed Purchaser shall be required to make a Purchase
pursuant to this paragraph for an amount which would cause the aggregate
Capital of such Related Committed Purchaser (after giving effect to such
Purchase) to exceed its Commitment.


 


3

















 


Section 1.3                                      Purchased
Interest Computation.  The Purchased
Interest shall be initially computed on the Closing Date.  Thereafter, until the Facility Termination
Date, such Purchased Interest shall be automatically recomputed (or deemed to
be recomputed) on each Business Day other than a Termination Day.  From and after the occurrence of any
Termination Day, the Purchased Interest shall be deemed to be 100%.  The Purchased Interest shall become zero when
the Aggregate Capital thereof and Aggregate Discount thereon shall have been
paid in full, all the amounts owed by the Seller and the Servicer hereunder to
each Purchaser, the Administrator and any other Indemnified Party or Affected
Person that are then due and payable are paid in full, and the Servicer shall
have received the accrued Servicing Fee thereon.


 


Section 1.4                                      Settlement
Procedures.


 


(a)                                  The
collection of the Pool Receivables shall be administered by the Servicer in
accordance with this Agreement and applicable regulatory law.  The Seller shall provide to the Servicer on a
timely basis all information needed for such administration, including notice of
the occurrence of any Termination Day and current computations of the Purchased
Interest.


 


(b)                                 The
Servicer shall, on each day on which Collections of Pool Receivables are
received (or deemed received) by the Seller or the Servicer:


 


(i)                                     set
aside and hold in trust (and shall, at the request of the Administrator,
segregate in a separate account approved by the Administrator) for the benefit
of each Purchaser Group, out of such Collections, first, an amount equal
to the Aggregate Discount accrued through such day for each Portion of Capital
and not previously set aside, second, an amount equal to the fees set
forth in each Purchaser Group Fee Letter accrued and unpaid through such day,
and third, to the extent funds are available therefor, an amount equal
to the aggregate Purchasers’ Share of the Servicing Fee accrued through such
day and not previously set aside,


 


(ii)                                  subject
to Section 1.4(f), if such day is not a Termination Day, remit to
the Seller, ratably, on behalf of each Purchaser Group, the remainder of such
Collections.  Such remainder shall, to
the extent representing a return on the Aggregate Capital, ratably, according
to each Purchaser’s Capital, be automatically reinvested in Pool Receivables,
and in the Related Security, Collections and other proceeds with respect
thereto; provided, however, that if the Purchased Interest would
exceed 100%, then the Servicer shall not reinvest, but shall set aside and hold
in trust for the benefit of the Purchasers (and shall, at the request of the
Administrator, segregate in a separate account approved by the Administrator) a
portion of such Collections that, together with the other Collections set aside
pursuant to this paragraph, shall equal the amount necessary to reduce the
Purchased Interest to 100%, which amount shall be deposited ratably to each
Purchaser Agent’s account (for the benefit of its related Purchasers) on the
next Settlement Date in accordance with Section 1.4(c); provided,
further, that (x) in the case of any Purchaser that is a Conduit
Purchaser, if such Conduit Purchaser has provided notice (a “Declining
Notice”) to its Purchaser Agent, the Administrator, and the Servicer that
such Purchaser (a “Declining Conduit Purchaser”) no longer wishes
Collections with respect to any Portion of Capital funded or maintained by such
Conduit Purchaser to be reinvested pursuant to this clause (ii), and (y) in
the case of any Purchaser with respect to 


 


4

















 


which the Purchaser Termination Date has occurred (an “Exiting
Purchaser”) then in either case (x) or (y), above, such Collections
shall not be reinvested and shall instead be held in trust for the benefit of
such Purchaser and applied in accordance with clause (iii), below.


 


(iii)                               if such day is a
Termination Day (or any day following the provision of a Declining Notice or
the occurrence of the Purchaser Termination Date with respect to any
Purchaser), set aside, segregate and hold in trust (and shall, at the request
of the Administrator, segregate in a separate account approved by the Administrator)
for the benefit of each Purchaser Group the entire remainder of the Collections
(or in the case of a Declining Conduit Purchaser or an Exiting Purchaser an
amount equal to such Declining Conduit Purchaser’s or Exiting Purchaser’s
ratable share of such Collections based on its Capital; provided, that
solely for the purpose of determining such Declining Conduit Purchaser’s or
Exiting Purchaser’s ratable share of such Collections, such Declining Conduit
Purchaser’s or Exiting Purchaser’s Capital shall be deemed to remain constant
from the date of the provision of a Declining Notice or the occurrence of the
Purchaser Termination Date with respect to such Purchaser, as the case may be,
until the date such Declining Conduit Purchaser’s or Exiting Purchaser’s Capital
has been paid in full; it being understood that if such day is also a
Termination Day, such Declining Conduit Purchaser’s or Exiting Purchaser’s
Capital shall be recalculated taking into account amounts received by such
Purchaser in respect of this parenthetical and thereafter Collections shall be
set aside for such Purchaser ratably in respect of its Capital (as
recalculated)); provided, that if amounts are set aside and held in
trust on any Termination Day (or any day following the provision of a Declining
Notice or the occurrence of the Purchaser Termination Date with respect to any
Purchaser) and, thereafter, the conditions set forth in Section 2
of Exhibit II or giving rise to the related Facility Termination
Date are satisfied or cured or waived by the Majority Purchaser Agents (or in
the case of a Declining Notice or the occurrence of the Purchaser Termination
Date with respect to any Purchaser, such Declining Notice or occurrence of the
Purchaser Termination Date with respect to such Purchaser, as the case may be,
has been revoked by the related Declining Conduit Purchaser or waived by the
related Exiting Purchaser, as the case may be, and written notice thereof has
been provided to the Administrator, the related Purchaser Agent and the Servicer),
such previously set-aside amounts shall, to the extent representing a return on
Aggregate Capital (or the Capital of the Declining Conduit Purchaser or Exiting
Purchaser, as the case may be) and ratably in accordance with each Purchaser’s
Capital, be reinvested in accordance with clause (ii) on the day of
such subsequent satisfaction, cure or waiver of conditions or revocation of
Declining Notice or waiver of such Purchaser Termination Date, as the case may
be, and


 


(iv)                              release
to the Seller (subject to Section 1.4(f)) for its own account any
Collections in excess, if any, of: (x) amounts required to be reinvested
in accordance with clause (ii) or the proviso to clause (iii) plus
(y) the amounts that are required to be set aside pursuant to clause
(i), the proviso to clause (ii) and clause (iii) plus
(z) the Seller’s Share of the Servicing Fee accrued and unpaid through
such day and all reasonable and appropriate out-of-pocket costs and expenses of
the Servicer for servicing, collecting and administering the Pool Receivables.


 


5

















 


(c)                                  The
Servicer shall, in accordance with the priorities set forth in Section 1.4(d),
below, deposit into each applicable Purchaser Agent’s account (or such other
account designated by such applicable Purchaser or its Purchaser Agent), on
each Settlement Date in the case of Collections held for each Purchaser with
respect to such Purchaser’s Portion(s) of Capital pursuant to clause
(b)(i) or paragraph (f), plus the amount of Collections then held
for the related Purchasers pursuant to clauses (b)(ii) and (iii) of
this Section 1.4; provided, that if Triumph or an Affiliate
thereof is the Servicer, such day is not a Termination Day and the
Administrator has not notified Triumph (or such Affiliate) that such right is
revoked, Triumph (or such Affiliate) may retain the portion of the Collections
set aside pursuant to clause (b)(i) that represents the aggregate
Purchasers’ Share of the Servicing Fee.


 


(d)                                 The
Servicer shall distribute the amounts described (and at the times set forth) in
Section 1.4(c), as follows:


 


(i)                                     if
such distribution occurs on a day that is not a Termination Day, first
to each Purchaser Agent ratably according to the Discount accrued during the
Yield Period ending on the Settlement Date on which such Discount is
distributed (for the benefit of the relevant Purchasers within such Purchaser
Agent’s Purchaser Group) in payment in full of all accrued and unpaid Discount
and Fees (other than Servicing Fees) with respect to each Portion of Capital
maintained by such Purchasers; it being understood that each Purchaser
Agent shall distribute such amounts to the Purchasers within its Purchaser
Group ratably according to Discount, and second, if the Servicer has set
aside amounts in respect of the Purchasers’ Share of the Servicing Fee pursuant
to clause (b)(i) and has not retained such amounts pursuant to paragraph
(c), to the Servicer’s own account (payable in arrears on each Settlement
Date) in payment in full of the aggregate of the Purchasers’ Share of accrued
Servicing Fees so set aside, and


 


(ii)                                  if
such distribution occurs on a Termination Day, first if Triumph or an
Affiliate thereof is not the Servicer, to the Servicer’s own account in payment
in full of the Purchasers’ Share of all accrued Servicing Fees, second
to each Purchaser Agent ratably (based on the aggregate accrued and unpaid
Discount and Fees (other than Servicing Fees) payable to all Purchasers at such
time) (for the benefit of the relevant Purchasers within such Purchaser Agent’s
Purchaser Group) in payment in full of all accrued Discount with respect to
each Portion of Capital funded or maintained by the Purchasers within such
Purchaser Agent’s Purchaser Group, third to each Purchaser Agent ratably
according to the aggregate of the Capital of each Purchaser in each such
Purchaser Agent’s Purchaser Group (for the benefit of the relevant Purchasers
within such Purchaser Agent’s Purchaser Group) in payment in full of each
Purchaser’s Capital (or, if such day is not a Termination Day, the amount
necessary to reduce the Purchased Interest to 100%); it being understood
that each Purchaser Agent shall distribute the amounts described in the first
and second clauses of this Section 1.4(d)(ii) to the
Purchasers within its Purchaser Group ratably according to Discount and
Capital, respectively, fourth, if the Aggregate Capital and accrued
Aggregate Discount with respect to each Portion of Capital for all Purchaser
Groups have been reduced to zero, and the Purchasers’ Share of all accrued
Servicing Fees payable to the Servicer (if other than Triumph or an Affiliate
thereof) have been paid in full, to each Purchaser Group ratably, based on the
amounts then due and payable to each (for the benefit of the 


 


6

















 


Purchasers within such Purchaser Group), the Administrator and any
other Indemnified Party or Affected Person in payment in full of any other
amounts then due and payable thereto by the Seller or Servicer hereunder and, fifth,
to the Servicer’s own account (if the Servicer is Triumph or an Affiliate
thereof) in payment in full of the aggregate of the Purchasers’ Share of all
accrued Servicing Fees.


 


After the Aggregate Capital, Aggregate Discount, fees
payable pursuant to each Purchaser Group Fee Letter and Servicing Fees with
respect to the Purchased Interest, and any other amounts payable by the Seller
and the Servicer to each Purchaser Group, the Administrator or any other
Indemnified Party or Affected Person hereunder, have been paid in full, all
additional Collections with respect to the Purchased Interest shall be paid to
the Seller for its own account.


 


(e)                                  For
the purposes of this Section 1.4:


 


(i)                                     if
on any day the Outstanding Balance of any Pool Receivable is reduced or
adjusted as a result of any defective, rejected, returned, repossessed or
foreclosed goods or services, or any revision, cancellation, allowance, rebate,
discount or other adjustment made by the Seller or any Affiliate of the Seller,
or the Servicer or any Affiliate of the Servicer, or any setoff or dispute
between the Seller or any Affiliate of the Seller, or the Servicer or any
Affiliate of the Servicer and an Obligor, the Seller shall be deemed to have
received on such day a Collection of such Pool Receivable in the amount of such
reduction or adjustment and shall immediately pay any and all such amounts in
respect thereof to a Lock-Box Account for the benefit of the Purchasers and
their assigns and for application pursuant to this Section 1.4;


 


(ii)                                  if
on any day any of the representations or warranties in Sections 1(j) or
3(a) of Exhibit III is not true with respect to any
Pool Receivable, the Seller shall be deemed to have received on such day a
Collection of such Pool Receivable in full and shall immediately pay any and
all such amounts to a Lock-Box Account (or as otherwise directed by the
Administrator at such time) for the benefit of the Purchasers and their assigns
and for application pursuant to this Section 1.4 (Collections
deemed to have been received pursuant to clause (i) or (ii) of
this paragraph (e) are hereinafter sometimes referred to as “Deemed
Collections”);


 


(iii)                               except as otherwise
required by applicable law or the relevant Contract, all Collections received
from an Obligor of any Receivable shall be applied to the Receivables of such
Obligor in the order of the age of such Receivables, starting with the oldest
such Receivable, unless such Obligor designates in writing its payment for
application to specific Receivables; and


 


(iv)                              if
and to the extent the Administrator, any Purchaser Agent or any Purchaser shall
be required for any reason to pay over to an Obligor (or any trustee, receiver,
custodian or similar official in any Insolvency Proceeding) any amount received
by it hereunder, such amount shall be deemed not to have been so received by
such Person but rather to have been retained by the Seller and, accordingly,
such Person shall have a claim against the Seller for such amount, payable when
and to the extent that any distribution from or on behalf of such Obligor is
made in respect thereof.


 


7
















 


(f)                                    If
at any time the Seller shall wish to cause the reduction of Aggregate Capital
(but not to commence the liquidation, or reduction to zero, of the entire
Aggregate Capital) the Seller may do so as follows:


 


(i)                                     the
Seller shall give the Administrator, each Purchaser Agent and the Servicer
written notice in the form of Annex E (each, a “Paydown Notice”) (A) at
least two Business Days prior to the date of such reduction for any reduction
of the Aggregate Capital less than or equal to $20,000,000 (or such greater
amount as agreed to by the Administrator and the Majority Purchaser Agents) and
(B) at least five Business Days prior to the date of such reduction for
any reduction of the Aggregate Capital greater than $20,000,000, and each such
Paydown Notice shall include, among other things, the amount of such proposed
reduction and the proposed date on which such reduction will commence;


 


(ii)                                  on
the proposed date of the commencement of such reduction and on each day
thereafter, the Servicer shall cause Collections not to be reinvested until the
amount thereof not so reinvested shall equal the desired amount of reduction;
and


 


(iii)                               the Servicer shall hold
such Collections in trust for the benefit of each Purchaser ratably according
to its Capital, for payment to each such Purchaser (or its related Purchaser
Agent for the benefit of such Purchaser) on the next Settlement Date (or such
other date as agreed to by the Administrator) with respect to any Portions of
Capital maintained by such Purchaser immediately following the related current
Yield Period, and the Aggregate Capital (together with the Capital of any
related Purchaser) shall be deemed reduced in the amount to be paid to such
Purchaser (or its related Purchaser Agent for the benefit of such Purchaser)
only when in fact finally so paid;


 


provided, that:


 


(A)                              the
amount of any such reduction shall be not less than $1,000,000  or an integral multiple of $100,000 in excess thereof (to
be applied pro rata in accordance with the Aggregate Capital outstanding) and,
on and after August 29, 2008, the entire Aggregate Capital after giving
effect to such reduction shall be not less than $75,000,000 and the Purchased
Interest shall not exceed 100%; and


 


(B)                                with
respect to any Portion of Capital, the Seller shall choose a reduction amount,
and the date of commencement thereof, so that to the extent practicable such
reduction shall commence and conclude in the same Yield Period.


 


Section 1.5                                      Fees.  The Seller shall pay to each Purchaser Agent
for the benefit of the Purchasers and Liquidity Providers in the related
Purchaser Group in accordance with the provisions set forth in Section 1.4(d) certain
fees in the amounts and on the dates set forth in one or more fee letter
agreements, dated the Closing Date (or dated the date any such Purchaser and
member of its related Purchaser Group become a party hereto pursuant to an
Assumption Agreement, a Transfer Supplement or otherwise), between the Seller
and the applicable Purchaser Agent, respectively, (as any such fee letter agreement
may be amended, restated, supplemented or otherwise modified from time to time,
each, a “Purchaser Group Fee Letter”) 


 


8

















 


and each of the Purchaser
Group Fee Letters may be referred to collectively as, the “Fee Letters”).


 


Section 1.6                                      Payments
and Computations, Etc.


 


(a)                                  All
amounts to be paid or deposited by the Seller or the Servicer hereunder or
under any other Transaction Document shall be made without reduction for offset
or counterclaim and shall be paid or deposited no later than 2:00 p.m.
(New York City time) on the day when due in same day funds to the account for
each Purchaser maintained by the applicable Purchaser Agent (or such other
account as may be designated from time to time by such Purchaser Agent to the
Seller and the Servicer).  All amounts
received after 2:00 p.m. (New York City time) will be deemed to have been
received on the next Business Day.


 


(b)                                 The
Seller or the Servicer, as the case may be, shall, to the extent permitted by
law, pay interest on any amount not paid or deposited by the Seller or the
Servicer, as the case may be, when due hereunder, at an interest rate equal to
2.0% per annum above the Base Rate, payable on demand.


 


(c)                                  All
computations of interest under paragraph (b) and all computations
of Discount, Fees and other amounts hereunder shall be made on the basis of a
year of 360 (or 365 or 366, as applicable, with respect to Discount or other
amounts calculated by reference to the Base Rate) days for the actual number of
days elapsed.  Whenever any payment or
deposit to be made hereunder shall be due on a day other than a Business Day,
such payment or deposit shall be made on the next Business Day and such
extension of time shall be included in the computation of such payment or
deposit.


 


Section 1.7                                      Increased
Costs.  (a)  If, after the date
hereof, the Administrator, any Purchaser, Purchaser Agent, Liquidity Provider
or Program Support Provider or any of their respective Affiliates (each an “Affected
Person”) determines that the existence of or compliance with: (i) FIN
46 and Subsequent Statements and Interpretations, (ii) any law, rule,
regulation (including any applicable law, rule or regulation regarding
capital adequacy), generally accepted accounting principle or any change
therein or in the interpretation or application thereof, or (iii) any
request, guideline or directive from any central bank or other Governmental
Authority (whether or not having the force of law) affecting or that would
affect the amount of capital required or expected to be maintained by such
Affected Person, and such Affected Person determines that the amount of such
capital is increased by or based upon the existence of any commitment to make
Purchases of (or otherwise to maintain the investment in) Pool Receivables or
any related liquidity facility, credit enhancement facility and other
commitments of the same type, then, upon demand by such Affected Person (with a
copy to the Administrator), the Seller shall promptly pay such Affected Person,
from time to time as specified by such Affected Person, additional amounts
sufficient to compensate such Affected Person for both increased costs and
maintenance of bargained for yield in the light of such circumstances, to the
extent that such Affected Person determines such increase in capital to be
allocable to the existence of any of such commitments.  A certificate as to such amounts submitted to
the Seller and the Administrator by an authorized officer of such Affected
Person shall be conclusive and binding for all purposes.


 


9

















 


(b)                                 If,
after the date hereof, due to either: (i) FIN 46 and Subsequent Statements
and Interpretations, (ii) the introduction of or any change in or in the
interpretation of any law, regulation or rule or (iii) compliance
with any guideline or request from any central bank or other Governmental
Authority (whether or not having the force of law), there shall be any increase
in the cost to any Affected Person of agreeing to purchase or purchasing, or
maintaining the ownership of, the Purchased Interest (or its portion thereof)
in respect of which Discount is computed by reference to the Euro-Rate, then,
upon demand by such Affected Person, the Seller shall promptly pay to such
Affected Person, from time to time as specified by such Affected Person,
additional amounts sufficient to compensate such Affected Person for both
increased costs and maintenance of bargained for yield.  A certificate as to such amounts submitted to
the Seller and the Administrator by an authorized officer of such Affected
Person shall be conclusive and binding for all purposes.


 


For the avoidance of doubt, any increase in cost
and/or reduction in yield caused by regulatory capital allocation adjustments due
to Financial Accounting Standards Board’s Interpretation 46 (revised December 2003)
Consolidation of Variable Interest Entities and Interpretation of Accounting
Research Bulletin No. 51 (or any future statement or interpretation issued
by the Financial Accounting Standards Board or any successor thereto)
(collectively, the “FIN 46 and Subsequent Statements and Interpretations”)
shall be covered by this Section 1.7.


 


Section 1.8                                      Requirements
of Law.  (a)  If, after the date
hereof, any Affected Person determines that (i) the introduction of or any
change in or in the interpretation of any law, rule or regulation after
the date hereof, or (ii) compliance with any request, guideline or
directive from any central bank or other Governmental Authority (whether or not
having the force of law) made after the date hereof:


 


(i)                                     does
or shall subject such Affected Person to any increase in the Purchased Interest
(or its portion thereof) or in the amount of Capital relating thereto,


 


(ii)                                  does
or shall impose, modify or hold applicable any reserve, special deposit,
compulsory loan or similar requirement against assets held by, or deposits or
other liabilities in or for the account of, Purchases, advances or loans by, or
other credit extended by, or any other acquisition of funds by, any office of
such Affected Person that are not otherwise included in the determination of
the Euro-Rate hereunder,


 


and the result of any of the foregoing is: (1) to
increase the cost to such Affected Person of agreeing to purchase or purchasing
or maintaining the ownership of undivided percentage ownership interests with
regard to the Purchased Interest (or interests therein) or any Portion of
Capital, or (2) to reduce any amount receivable hereunder (whether
directly or indirectly), then, in any such case, upon demand by such Affected
Person, the Seller shall promptly pay to such Affected Person additional
amounts necessary to compensate such Affected Person for such additional cost
or reduced amount receivable.  All such
amounts shall be payable as incurred.


 


(b)                                 If
an Affected Person requests compensation under this Section 1.8, a
certificate describing in reasonable detail such amounts and the basis for such
Affected Person’s demand for such amounts shall be submitted to the Seller and
the applicable Purchaser Agent by such Affected Person and shall be conclusive
and binding for all purposes, absent manifest error.


 


10

















 


Section 1.9                                      Funding
Losses.  (a)  The Seller shall
compensate each Affected Person, upon written request by such Person for all
losses, expenses and liabilities (including any interest paid by such Affected
Person to lenders of funds borrowed by it to fund or maintain any Portion of
Capital hereunder at an interest rate determined by reference to the Euro-Rate
and any loss sustained by such Person in connection with the re-employment of
such funds), which such Affected Person may sustain with respect to funding or
maintaining such Portion of Capital at the Euro-Rate if, for any reason, after
the applicable request by the Seller to fund or maintain such Portion of
Capital at an interest rate determined by reference to the Euro-Rate, such
funding or maintenance does not occur on a date specified therefor.


 


(b)                                 If
an Affected Person requests compensation under this Section 1.9, a
certificate describing in reasonable detail such amounts and the basis for such
Affected Person’s demand for such amounts shall be submitted to the Seller and
the applicable Purchaser Agent by such Affected Person and shall be conclusive
and binding for all purposes.


 


Section 1.10                                Taxes.  (a) The Seller agrees that:


 


(i)                                     Any
and all payments by the Seller under this Agreement and any other Transaction
Document shall be made free and clear of and without deduction for any Taxes or
Other Taxes; provided, however that such payments shall exclude
overall income or franchise taxes, in either case, imposed on the Person
receiving such payment by the Seller hereunder by the jurisdiction under whose
laws such Person is organized, the jurisdiction of such Person’s principal
place of business or the jurisdiction in which such Person holds its undivided
percentage ownership interest in the Purchased Interest, or any political
subdivision thereof (all such Taxes other than those referred to in the proviso
above shall hereinafter be referred to as “Indemnified Taxes”).  If the Seller shall be required by law to
deduct any Indemnified Taxes from or in respect of any sum payable hereunder to
any Purchaser, any Liquidity Provider, Program Support Provider or the
Administrator, then the sum payable shall be increased by the amount necessary
to yield to such Person (after payment of all Taxes) an amount equal to the sum
it would have received had no such deductions been made.


 


(ii)                                  Whenever
any Indemnified Taxes are payable by the Seller, as promptly as possible
thereafter, the Seller shall send to the Administrator for its own account or
for the account of any Purchaser or any Liquidity Provider or other Program
Support Provider, as the case may be, a certified copy of an original official
receipt showing payment thereof or such other evidence of such payment as may
be available to the Seller and acceptable to the taxing authorities having
jurisdiction over such Person.  If the Seller
fails to pay any Indemnified Taxes when due to the appropriate taxing authority
or fails to remit to the Administrator the required receipts or other required
documentary evidence, the Seller shall indemnify the Administrator and/or any
other Affected Person, as applicable, for any incremental Taxes, interest or
penalties that may become payable by such party as a result of any such
failure.


 


(b)                                 The
Seller shall indemnify each Affected Person within ten days after written
demand therefor, for the full amount of any Indemnified Taxes paid by such
Affected Party on or with respect to any payment by or on account of any
obligation of the Seller hereunder 


 


11

















 


(including Indemnified
Taxes imposed or asserted on or attributable to amounts payable under this Section 1.10)
and any penalties, interest and reasonable expenses arising therefrom or with
respect thereto, whether or not such Indemnified Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority.  None of Sections 1.7, 1.8, 3.1,
3.2 or 6.4(a) shall apply to Taxes, which shall be governed
exclusively by this Section 1.10.


 


(c)                                  If
an Affected Person determines, in its sole discretion, that it has received a
refund or credit of any Taxes or Other Taxes as to which it has been
indemnified by the Seller, it shall pay over such refund or credit to the
Seller (but only to the extent of indemnity payments made, or additional
amounts paid, by the Seller under this Section 1.10 with respect to
the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
expenses of such Affected Person and without interest (other than any interest
paid by the relevant Governmental Authority with respect to such refund net of
any applicable Taxes payable in respect of such interest); provided,
that the Seller, upon the request of such Affected Person, agrees to repay the
amount paid over to the Seller (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority) to such Affected Person in the
event such Affected Person is required to repay such refund to such
Governmental Authority.  This Section 1.10
shall not be construed to require any Affected Person to make available its tax
returns (or any other information relating to its Taxes which it deems
confidential) to the Seller or any other Person.


 


(d)                                 If
an Affected Person requests indemnification or repayment under this Section 1.10,
a certificate describing in reasonable detail such amounts and the basis for
such Affected Person’s demand for such amounts shall be submitted to the Seller
and the applicable Purchaser Agent by such Affected Person and shall be
conclusive and binding for all purposes, absent manifest error.


 


Section 1.11                                Inability
to Determine Euro-Rate.  (a)  If
the Administrator (or any Purchaser Agent) determines before the first day of
any Yield Period (which determination shall be final and conclusive) that, by
reason of circumstances affecting the interbank eurodollar market generally (i) deposits
in dollars (in the relevant amounts for such Yield Period) are not being
offered to banks in the interbank eurodollar market for such Yield Period, (ii) adequate
means do not exist for ascertaining the Euro-Rate for such Yield Period or (iii) the
Euro Rate does not accurately reflect the cost to any Purchaser (as determined
by the related Purchaser or the applicable Purchaser Agent) of maintaining any
Portion of Capital during such Yield Period, then the Administrator shall give
notice thereof to the Seller. 
Thereafter, until the Administrator or such Purchaser Agent notifies the
Seller that the circumstances giving rise to such suspension no longer exist, (a) no
Portion of Capital shall be funded at the Alternate Rate determined by
reference to the Euro-Rate and (b) the Discount for any outstanding
Portions of Capital then funded at the Alternate Rate determined by reference
to the Euro-Rate shall, on the last day of the then current Yield Period, be
converted to the Alternate Rate determined by reference to the Base Rate.


 


(b)                                 If,
on or before the first day of any Yield Period, the Administrator shall have
been notified by any Purchaser, Purchaser Agent or Liquidity Provider that such
Person has determined (which determination shall be final and conclusive) that,
any enactment, promulgation or adoption of or any change after the date hereof
in any applicable law, rule or regulation, or any change in the
interpretation or administration thereof by a governmental 


 


12

















 


authority, central bank
or comparable agency charged with the interpretation or administration thereof,
or compliance by such Person with any guideline, request or directive (whether
or not having the force of law) of any such authority, central bank or
comparable agency shall make it unlawful or impossible for such Person to fund
or maintain any Portion of Capital at the Alternate Rate determined by
reference to the Euro-Rate, the Administrator shall notify the Seller thereof.  Upon receipt of such notice, until the
Administrator notifies the Seller that the circumstances giving rise to such
determination no longer apply, (a) no Portion of Capital shall be funded
at the Alternate Rate determined by reference to the Euro-Rate and (b) the
Discount for any outstanding Portions of Capital then funded at the Alternate
Rate determined by reference to the Euro-Rate shall be converted to the
Alternate Rate determined by reference to the Base Rate either (i) on the
last day of the then current Yield Period if such Person may lawfully continue
to maintain such Portion of Capital at the Alternate Rate determined by
reference to the Euro-Rate to such day, or (ii) immediately, if such
Person may not lawfully continue to maintain such Portion of Capital at the
Alternate Rate determined by reference to the Euro-Rate to such day.


 


Section 1.12                                Notice
of Purchaser Termination Date.  Each
Purchaser Agent agrees to give the Seller, the Servicer and the Administrator
written notice of the decision by the Liquidity Providers under the Liquidity
Agreement related to the Conduit Purchaser in such Purchaser Agent’s Purchaser
Group regarding the extension of the then current scheduled commitment
expiration date under such Liquidity Agreement at least 90 days’ prior to such
scheduled commitment expiration date.


 


ARTICLE II



REPRESENTATIONS AND WARRANTIES; COVENANTS;

TERMINATION EVENTS


 


Section 2.1                                      Representations
and Warranties; Covenants.  Each of
the Seller and the Servicer hereby makes the representations and warranties,
and hereby agrees to perform and observe the covenants, applicable to it set
forth in Exhibits III and IV, respectively.


 


Section 2.2                                      Termination
Events.  If any of the Termination
Events set forth in Exhibit V shall occur, the Administrator may (with
the consent of the Majority Purchaser Agents) or shall (at the direction of the
Majority Purchaser Agents), by notice to the Seller, declare the Facility
Termination Date to have occurred (in which case the Facility Termination Date
shall be deemed to have occurred); provided, that automatically upon the
occurrence of any event (without any requirement for the passage of time or the
giving of notice) described in paragraph (e) of Exhibit V,
the Facility Termination Date shall occur. 
Upon any such declaration, occurrence or deemed occurrence of the
Facility Termination Date, the Administrator, each Purchaser Agent and each
Purchaser shall have, in addition to the rights and remedies that they may have
under this Agreement, all other rights and remedies provided after default
under the UCC and under other applicable law, which rights and remedies shall
be cumulative.


 


13

















 


ARTICLE III



INDEMNIFICATION


 


Section 3.1                                      Indemnities
by the Seller.  Without limiting any
other rights any such Person may have hereunder or under applicable law, the
Seller hereby agrees to indemnify and hold harmless the Administrator, each
Purchaser Agent, each Liquidity Provider, each Program Support Provider and
each Purchaser and their respective officers, directors, agents and employees
(each an “Indemnified Party”) from and against any and all damages,
losses, claims, liabilities, penalties, costs and expenses (including Attorney
Costs) (all of the foregoing collectively, the “Indemnified Amounts”) at
any time imposed on or incurred by any Indemnified Party arising out of or
otherwise relating to any Transaction Document, the transactions contemplated
thereby or the acquisition of any portion of the Purchased Interest, or any
action taken or omitted by any of the Indemnified Parties (including any action
taken by the Administrator as attorney in fact for the Seller or any Originator
hereunder or under any other Transaction Document), whether arising by reason
of the acts to be performed by the Seller hereunder or otherwise, excluding
only Indemnified Amounts to the extent (a) a final judgment of a court of
competent jurisdiction holds such Indemnified Amounts resulted from gross
negligence or willful misconduct of the Indemnified Party seeking
indemnification, (b) the financial inability to pay of the Obligor and for
which reimbursement would constitute recourse to any Originator, Triumph, the
Seller or the Servicer for uncollectible Receivables or (c) such
Indemnified Amounts constitute Taxes (which shall be governed by Section 1.10);
provided, however that nothing contained in this sentence shall
limit the liability of the Seller or the Servicer or limit the recourse of any
Indemnified Party to the Seller or the Servicer for any amounts otherwise
specifically provided to be paid by the Seller or the Servicer hereunder.  Without limiting the foregoing
indemnification, but subject to the limitations set forth in clauses (a),
(b) and (c) of the previous sentence, the Seller shall
indemnify each Indemnified Party for Indemnified Amounts (including losses in
respect of uncollectible Receivables, regardless, for purposes of these
specific matters, of whether reimbursement therefor would constitute recourse
to the Seller or the Servicer) to the extent relating to or resulting from:


 


(i)                                     the
failure of any Receivable included in the calculation of the Net Receivables
Pool Balance as an Eligible Receivable to be an Eligible Receivable;


 


(ii)                                  any
representation or warranty or statement made or deemed made by the Seller (or
any employee, officer or agent of the Seller) under or in connection with this
Agreement, any Transaction Document, any Information Package or any other
information or report delivered by or on behalf of the Seller pursuant hereto, which
shall have been false or incorrect in any material respect when made or deemed
made;


 


(iii)                               the failure by the
Seller to comply with any applicable law, rule or regulation related to
any Receivable or related Contract, or the nonconformity of any Receivable or
related Contract with any such applicable law, rule or regulation;


 


(iv)                              the
failure of the Seller to vest and maintain vested in the Administrator, for the
benefit of the Purchasers, a first-priority perfected ownership or security
interest in the Purchased Interest and the property conveyed hereunder, free
and clear of any Adverse Claim other than the Judgment Lien;


 


14

















 


(v)                                 any
commingling by the Seller or the Servicer of funds to which the Administrator,
any Purchaser Agent or any Purchaser is entitled hereunder with any other funds
of the Seller or any Originator;


 


(vi)                              the
failure to have filed, or any delay in filing, financing statements or other
similar instruments or documents under the UCC of any applicable jurisdiction
or other applicable laws with respect to any Receivables in, or purporting to
be in, the Receivables Pool and the other Pool Assets, whether at the time of
any Purchase or at any other time;


 


(vii)                           any failure of a Lock-Box Bank
to comply with the terms of the applicable Lock-Box Agreement;


 


(viii)                        any dispute, claim, offset or
defense (other than discharge in bankruptcy of the Obligor) of the Obligor to
the payment of any Receivable, or any other claim resulting from the sale or
lease of goods or the rendering of services related to such Receivable or the
furnishing or failure to furnish any such goods or services or other similar
claim or defense not arising from the financial inability of any Obligor to pay
undisputed indebtedness;


 


(ix)                                any
failure of the Seller (or any of its Affiliates acting as Servicer or
Sub-Servicer) to perform its duties or obligations in accordance with the
provisions of this Agreement, any Contract or any other Transaction Document to
which it is a party;


 


(x)                                   any
action taken by the Administrator as attorney in fact for the Seller or any
Originator pursuant to this Agreement or any other Transaction Document;


 


(xi)                                any
reduction in Capital as a result of the distribution of Collections pursuant to
Section 1.4(d), if all or a portion of such distributions shall
thereafter be rescinded or otherwise must be returned for any reason; or


 


(xii)                             any environmental
liability claim, products liability claim or personal injury or property damage
suit or other similar or related claim or action of whatever sort, arising out
of or in connection with any Receivable or any other suit, claim or action of
whatever sort relating to any of the Transaction Documents.


 


Section 3.2                                      Indemnities
by the Servicer.  Without limiting
any other rights that any Indemnified Party may have hereunder or under
applicable law, the Servicer hereby agrees to indemnify and hold harmless each
Indemnified Party from and against any and all Indemnified Amounts arising out
of or resulting from (whether directly or indirectly): (a) the failure of
any information contained in any Information Package, as of the date such
Information Package is delivered pursuant to Sections 1(a)(ii) and 2(a)(iv) of
Exhibit IV to be true and correct, or the failure of any other
information provided to such Indemnified Party by, or on behalf of, the
Servicer to be true and correct in all material respects, (b) the failure
of any representation, warranty or statement made or deemed made by the
Servicer (or any of its officers) under or in connection with this Agreement or
any other Transaction Document to which it is a party, to have been true and
correct as of the date made or deemed made, (c) the failure by the
Servicer to comply with any applicable law, rule or regulation with
respect to any Pool Receivable or the 


 


15

















 


related Contract, (d) any
dispute, claim, offset or defense of the Obligor to the payment of any
Receivable in, or purporting to be in, the Receivables Pool resulting from or
related to the collection activities with respect to such Receivable or (e) any
failure of the Servicer to perform its duties or obligations in accordance with
the provisions hereof or any other Transaction Document to which it is a party;
excluding only such amounts to the extent a final judgment of a court of
competent jurisdiction holds that such amounts resulted from gross negligence
or willful misconduct of the Indemnified Party seeking indemnification; provided,
however that nothing contained in this sentence shall limit the
liability of Seller or the Servicer or limit the recourse of any Indemnified
Party to the Seller or the Servicer for any amounts otherwise specifically
provided to be paid by the Seller or the Servicer hereunder.


 


ARTICLE IV



ADMINISTRATION AND COLLECTIONS


 


Section 4.1                                      Appointment
of the Servicer.


 


(a)                                  The
servicing, administering and collection of the Pool Receivables shall be
conducted by the Person so designated from time to time as the Servicer in
accordance with this Section 4.1. 
Until the Administrator gives notice to Triumph (in accordance with this
Section 4.1) of the designation of a new Servicer, Triumph is
hereby designated as, and hereby agrees to perform the duties and obligations
of, the Servicer pursuant to the terms hereof. 
Upon the occurrence of a Termination Event, the Administrator may (with
the consent of the Majority Purchaser Agents) or shall (at the direction of the
Majority Purchaser Agents) designate as Servicer any Person (including itself)
to succeed Triumph or any successor Servicer, on the condition in each case
that any such Person so designated shall agree to perform the duties and
obligations of the Servicer pursuant to the terms hereof.


 


(b)                                 Upon
the designation of a successor Servicer as set forth in paragraph (a),
Triumph agrees that it will terminate its activities as Servicer hereunder in a
manner that the Administrator determines will facilitate the transition of the
performance of such activities to the new Servicer, and Triumph shall cooperate
with and assist such new Servicer.  In
connection with such cooperation, Triumph shall, upon request by the
Administrator: (i) assemble all of the records (including all Contracts)
necessary or desirable to collect the Pool Receivables and the Related Security
and transfer such records to the successor Servicer, (ii) transfer or
license to the successor Servicer the use of all licenses, hardware or software
necessary or desirable to collect the Pool Receivables and the Related Security,
and make the same available to the Administrator or its designee (for the
benefit of the Purchasers), at a place selected by the Administrator, and (iii) segregate
all cash, checks and other instruments received by it from time to time
constituting Collections in a manner reasonably acceptable to the Administrator
and, promptly upon receipt, remit all such cash, checks and instruments, duly
endorsed or with duly executed instruments of transfer, to the Administrator or
its designee.


 


(c)                                  Triumph
acknowledges that, in making their decision to execute and deliver this
Agreement, the Administrator and each member in each Purchaser Group have
relied on Triumph’s agreement to act as Servicer hereunder.  Accordingly, Triumph agrees that it will not
voluntarily resign as Servicer.


 


16
















 


(d)                                 The
Servicer may delegate its duties and obligations hereunder to any subservicer
(each a “Sub-Servicer”); provided, that, in each such delegation:
(i) such Sub-Servicer shall have agreed in writing to perform the duties
and obligations of the Servicer pursuant to the terms hereof, (ii) the
Servicer shall remain liable for the performance of the duties and obligations
so delegated, (iii) the Seller, the Administrator and each member of each
Purchaser Group shall have the right to look solely to the Servicer for
performance, and (iv) the terms of any agreement with any Sub-Servicer
shall provide that the Administrator may terminate such agreement upon the
termination of the Servicer hereunder by giving notice of its desire to
terminate such agreement to the Servicer (and the Servicer shall provide
appropriate notice to each such Sub-Servicer); provided, however,
that if any such delegation is to any Person other than an Originator or an
Affiliate of Triumph, the Administrator and the Majority Purchaser Agents shall
have consented in writing in advance to such delegation.


 


(e)                                  At
any time following the occurrence and during the continuation of a Termination
Event, the Administrator may request the Servicer to, and upon such request the
Servicer shall: (i) assemble all of the records reasonably necessary or
desirable to collect the Pool Receivables and the Related Security, and
transfer or license to a successor Servicer, except to the extent prohibited by
applicable law, licenses or other agreement, the use of all software necessary
or desirable to collect the Pool Receivables and the Related Security, and make
the same available to the Administrator or its designee (for the benefit of the
Purchasers), except to the extent prohibited by applicable law, licenses or
other agreement, at a place selected by the Administrator, and (ii) segregate
all cash, checks and other instruments received by it from time to time
constituting Collections in a manner reasonably acceptable to the Administrator
and, promptly upon receipt, remit all such cash, checks and instruments, duly
endorsed or with duly executed instruments of transfer, to the Administrator or
its designee.


 


Section 4.2                                      Duties
of the Servicer.


 


(a)                                  The
Servicer shall take or cause to be taken all such action as may be necessary or
advisable to administer and collect each Pool Receivable from time to time, all
in accordance with this Agreement and all applicable laws, rules and
regulations, with reasonable care and diligence, and in accordance with the
applicable Credit and Collection Policy. 
The Servicer shall set aside for the accounts of the Seller and the
Purchasers the amount of Collections to which each is entitled in accordance
with Article I hereof.  The
Servicer may, in accordance with the applicable Credit and Collection Policy,
take such action, including extensions, amendments, modifications, waivers or
restructurings of Pool Receivables and the related Contracts (each such action,
a “Modification”), as the Servicer may reasonably determine to be appropriate
to maximize Collections thereof or reflect adjustments permitted under the
Credit and Collection Policies; provided, however, that for the
purposes of this Agreement: (i) no Modification shall change the number of
days such Pool Receivable has remained unpaid from the date of the original due
date related to such Pool Receivable, (ii) no Modification shall alter the
status of such Pool Receivable as a Delinquent Receivable or a Defaulted
Receivable under this Agreement or limit the rights of any Purchaser, Purchaser
Agent or the Administrator under this Agreement and (iii) if a Termination
Event or Unmatured Termination Event has occurred and is continuing and Triumph
or an Affiliate thereof is serving as the Servicer, Triumph or such Affiliate
may make a Modification only upon prior approval of the Administrator.  The Seller shall deliver to the Servicer and
the Servicer shall hold for the benefit of the Seller and the 


 


17

















 


Administrator (individually
and for the benefit of the Purchasers, in accordance with their respective
interests), all records and documents (including computer tapes or disks) with
respect to each Pool Receivable. 
Notwithstanding anything to the contrary contained herein, if a Termination
Event has occurred and is continuing, the Administrator (with the consent of
the Majority Purchaser Agents) may direct the Servicer (whether the Service is
Triumph or any other Person) to commence or settle any legal action to enforce
collection of any Pool Receivable or to foreclose upon or repossess any Related
Security.


 


(b)                                 The
Servicer shall, as soon as practicable following actual receipt of collected
funds, turn over to the Seller the collections of any indebtedness to which the
Seller is entitled that is not a Pool Receivable, less, if Triumph or an
Affiliate thereof is not the Servicer, all reasonable and appropriate
out-of-pocket costs and expenses of such Servicer of servicing, collecting and
administering such collections.  The
Servicer, if other than Triumph or an Affiliate thereof, shall, as soon as
practicable upon demand, deliver to the Seller all records in its possession
that evidence or relate to any indebtedness to which the Seller is entitled
that is not a Pool Receivable, and copies of records in its possession that
evidence or relate to any indebtedness that is a Pool Receivable.


 


(c)                                  The
Servicer’s obligations hereunder shall terminate on the later of: (i) the
Facility Termination Date and (ii) the date on which all amounts required
to be paid to the Purchaser Agents, each Purchaser, the Administrator and any
other Indemnified Party or Affected Person hereunder shall have been paid in
full.


 


After such termination, if Triumph or an Affiliate
thereof was not the Servicer on the date of such termination, the Servicer
shall promptly deliver to the Seller all books, records and related materials
that the Seller previously provided to the Servicer, or that have been obtained
by the Servicer, in connection with this Agreement.


 


Section 4.3                                      Lock-Box
Account Arrangements.  Prior to the
Closing Date, the Seller shall have entered into Lock-Box Agreements with all
of the Lock-Box Banks and delivered counterparts of each to the
Administrator.  Upon the occurrence of a
Termination Event, the Administrator may (with the consent of the Majority
Purchaser Agents) or shall (upon the direction of the Majority Purchaser
Agents) at any time thereafter give notice to each Lock-Box Bank that the
Administrator is exercising its rights under the Lock-Box Agreements to do any
or all of the following: (a) to have the exclusive control of the Lock-Box
Accounts transferred to the Administrator (for the benefit of the Purchasers)
and to exercise exclusive dominion and control over the funds deposited therein,
(b) to have the Collections that are sent to the respective Lock-Box
Accounts redirected pursuant to the Administrator’s instructions rather than
deposited in the applicable Lock-Box Account, and (c) to take any or all
other actions permitted under the applicable Lock-Box Agreement.  The Seller hereby agrees that if the
Administrator gives such notice to a Lock-Box Bank that the Administrator is
exercising its rights under the related Lock-Box Agreement pursuant to clause
(a) above, the Administrator shall have exclusive control (for the
benefit of the Purchasers) of the proceeds (including Collections) of all Pool
Receivables and the Seller hereby further agrees to take any other action that
the Administrator or any Purchaser Agent may reasonably request to transfer
such control.  Any proceeds of Pool
Receivables received by the Seller or the Servicer thereafter shall be sent
immediately to, or as otherwise instructed by, the Administrator.  The parties hereto hereby acknowledge that if
at any time the 


 


18

















 


Administrator takes
control of any Lock-Box Account, the Administrator shall not have any rights to
the funds therein in excess of the unpaid amounts due to the Administrator, any
member of any Purchaser Group, any Indemnified Party or Affected Person or any
other Person hereunder, and the Administrator shall distribute or cause to be
distributed such funds in accordance with Section 4.2(b) and Article I
(in each case as if such funds were held by the Servicer thereunder).


 


Section 4.4                                      Enforcement
Rights.


 


(a)                                  At
any time following the occurrence of a Termination Event:


 


(i)                                     the
Administrator may direct the Obligors that payment of all amounts payable under
any Pool Receivable is to be made directly to the Administrator or its
designee;


 


(ii)                                  the
Administrator may instruct the Seller or the Servicer to give notice of the
Purchaser Groups’ interest in Pool Receivables to each Obligor, which notice
shall direct that payments be made directly to the Administrator or its
designee on behalf of such Purchaser Groups), and the Seller or the Servicer,
as the case may be, shall give such notice at the expense of the Seller or the
Servicer, as the case may be; provided, that if the Seller or the
Servicer, as the case may, fails to so promptly notify each Obligor, the
Administrator (at the Seller’s or the Servicer’s, as the case may be, expense)
may so notify the Obligors,


 


(iii)                               the Administrator may
request the Servicer to, and upon such request the Servicer shall: (A) assemble
all of the records necessary or desirable to collect the Pool Receivables and
the Related Security, and transfer or license to a successor Servicer the use
of all software necessary or desirable to collect the Pool Receivables and the
Related Security, and make the same available to the Administrator or its
designee (for the benefit of the Purchasers) at a place selected by the
Administrator, and (B) segregate all cash, checks and other instruments
received by it from time to time constituting Collections in a manner
acceptable to the Administrator and, promptly upon receipt, remit all such
cash, checks and instruments, duly endorsed or with duly executed instruments
of transfer, to the Administrator or its designee; and


 


(iv)                              the
Administrator may collect any amounts due from any Originator under the Sale
Agreement.


 


(b)                                 The
Seller hereby authorizes the Administrator (on behalf of each Purchaser Group),
and irrevocably appoints the Administrator as its attorney-in-fact with full
power of substitution and with full authority in the place and stead of the
Seller, which appointment is coupled with an interest, to take any and all
steps in the name of the Seller and on behalf of the Seller necessary or
desirable, in the determination of the Administrator, after the occurrence of a
Termination Event, to collect any and all amounts or portions thereof due under
any and all Pool Assets, including endorsing the name of the Seller on checks
and other instruments representing Collections and enforcing such Pool
Assets.  Notwithstanding anything to the
contrary contained in this subsection, none of the powers conferred upon such
attorney-in-fact pursuant to the 


 


19

















 


preceding sentence shall
subject such attorney-in-fact to any liability if any action taken by it shall
prove to be inadequate or invalid, nor shall they confer any obligations upon
such attorney-in-fact in any manner whatsoever.


 


Section 4.5                                      Responsibilities
of the Seller.


 


(a)                                  Anything
herein to the contrary notwithstanding, the Seller shall: (i) perform all
of its obligations, if any, under the Contracts related to the Pool Receivables
to the same extent as if interests in such Pool Receivables had not been
transferred hereunder, and the exercise by the Administrator, the Purchaser
Agents or the Purchasers of their respective rights hereunder shall not relieve
the Seller from such obligations, and (ii) pay when due any taxes,
including any sales taxes payable in connection with the Pool Receivables and
their creation and satisfaction.  The
Administrator, the Purchaser Agents or any of the Purchasers shall not have any
obligation or liability with respect to any Pool Asset, nor shall any of them
be obligated to perform any of the obligations of the Seller, Servicer, Triumph
or the Originators thereunder.


 


(b)                                 Triumph
hereby irrevocably agrees that if at any time it shall cease to be the Servicer
hereunder, it shall act (if the then-current Servicer so requests) as the
data-processing agent of the Servicer and, in such capacity, Triumph shall
conduct the data-processing functions of the administration of the Receivables
and the Collections thereon in substantially the same way that Triumph
conducted such data-processing functions while it acted as the Servicer.


 


Section 4.6                                      Servicing
Fee.  (a)  Subject to paragraph
(b), the Servicer shall be paid a fee (the “Servicing Fee”) equal to
1.00% per annum (the “Servicing Fee Rate”) of the average aggregate
Outstanding Balance of the Pool Receivables. 
The Purchasers’ Share of such fee shall be paid through the
distributions contemplated by Section 1.4(d), and the Seller’s
Share of such fee shall be paid directly by the Seller.


 


(b)                                 If
the Servicer ceases to be Triumph or an Affiliate thereof, the servicing fee
shall be the greater of: (i) the amount calculated pursuant to paragraph
(a), and (ii) an alternative amount specified by the successor Servicer
not to exceed 105% of the aggregate reasonable costs and expenses incurred by
such successor Servicer in connection with the performance of its obligations
as Servicer.


 


ARTICLE V



THE AGENTS


 


Section 5.1                                      Appointment
and Authorization.  (a)  Each
Purchaser and Purchaser Agent hereby irrevocably designates and appoints PNC
Bank, National Association, as the “Administrator” hereunder and authorizes the
Administrator to take such actions and to exercise such powers as are delegated
to the Administrator hereby and to exercise such other powers as are reasonably
incidental thereto.  The Administrator
shall hold, in its name, for the benefit of each Purchaser, ratably, the
Purchased Interest.  The Administrator
shall not have any duties other than those expressly set forth herein or any
fiduciary relationship with any Purchaser or Purchaser Agent, and no implied
obligations or liabilities shall be read into this Agreement, or otherwise
exist, against the Administrator.  The
Administrator does not assume, nor shall it be 


 


20

















 


deemed to have assumed,
any obligation to, or relationship of trust or agency with, the Seller or
Servicer.  Notwithstanding any provision
of this Agreement or any other Transaction Document to the contrary, in no
event shall the Administrator ever be required to take any action which exposes
the Administrator to personal liability or which is contrary to the provision
of any Transaction Document or applicable law.


 


(b)                                 Each
Purchaser hereby irrevocably designates and appoints the respective institution
identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the
signature pages hereto or in the Assumption Agreement or Transfer
Supplement pursuant to which such Purchaser becomes a party hereto, and each
authorizes such Purchaser Agent to take such action on its behalf under the
provisions of this Agreement and to exercise such powers and perform such
duties as are expressly delegated to such Purchaser Agent by the terms of this
Agreement, if any, together with such other powers as are reasonably incidental
thereto.  Notwithstanding any provision to
the contrary elsewhere in this Agreement, no Purchaser Agent shall have any
duties or responsibilities, except those expressly set forth herein, or any
fiduciary relationship with any Purchaser or other Purchaser Agent or the
Administrator, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities on the part of such Purchaser Agent shall be read
into this Agreement or otherwise exist against such Purchaser Agent.


 


(c)                                  Except
as otherwise specifically provided in this Agreement, the provisions of this Article V
are solely for the benefit of the Purchaser Agents, the Administrator and the
Purchasers, and none of the Seller or Servicer shall have any rights as a
third-party beneficiary or otherwise under any of the provisions of this Article V.  Furthermore, no Purchaser shall have any
rights as a third-party beneficiary or otherwise under any of the provisions
hereof in respect of a Purchaser Agent which is not the Purchaser Agent for
such Purchaser.


 


(d)                                 In
performing its functions and duties hereunder, the Administrator shall act
solely as the agent of the Purchasers and the Purchaser Agents and does not
assume nor shall be deemed to have assumed any obligation or relationship of
trust or agency with or for the Seller or Servicer or any of their successors
and assigns.  In performing its functions
and duties hereunder, each Purchaser Agent shall act solely as the agent of its
respective Purchaser and does not assume nor shall be deemed to have assumed
any obligation or relationship of trust or agency with or for the Seller, the
Servicer, any other Purchaser, any other Purchaser Agent or the Administrator,
or any of their respective successors and assigns.


 


Section 5.2                                      Delegation
of Duties.  The Administrator may
execute any of its duties through agents or attorneys-in-fact and shall be
entitled to advice of counsel concerning all matters pertaining to such
duties.  The Administrator shall not be
responsible for the negligence or misconduct of any agents or attorneys-in-fact
selected by it with reasonable care.


 


Section 5.3                                      Exculpatory
Provisions.  None of the Purchaser
Agents, the Administrator or any of their respective directors, officers,
agents or employees shall be liable for any action taken or omitted (i) with
the consent or at the direction of the Majority Purchaser Agents (or in the
case of any Purchaser Agent, the Purchasers within its Purchaser Group that
have a majority of the aggregate Commitment of such Purchaser Group) or (ii) in
the absence of such Person’s gross negligence or willful misconduct.  The Administrator shall not be responsible to
any 


 


21

















 


Purchaser, Purchaser
Agent or other Person for (i) any recitals, representations, warranties or
other statements made by the Seller, the Servicer, any Originator or any of
their Affiliates, (ii) the value, validity, effectiveness, genuineness,
enforceability or sufficiency of any Transaction Document, (iii) any
failure of the Seller, the Servicer, any Originator or any of their Affiliates
to perform any obligation hereunder or under the other Transaction Documents to
which it is a party (or under any Contract), or (iv) the satisfaction of
any condition specified in Exhibit II.  The Administrator shall not have any obligation
to any Purchaser or Purchaser Agent to ascertain or inquire about the
observance or performance of any agreement contained in any Transaction
Document or to inspect the properties, books or records of the Seller, the
Servicer, any Originator or any of their respective Affiliates.


 


Section 5.4                                      Reliance
by Agents.  (a)  Each Purchaser
Agent and the Administrator shall in all cases be entitled to rely, and shall
be fully protected in relying, upon any document or other writing or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person and upon advice and statements of legal
counsel (including counsel to the Seller), independent accountants and other
experts selected by the Administrator. 
Each Purchaser Agent and the Administrator shall in all cases be fully
justified in failing or refusing to take any action under any Transaction
Document unless it shall first receive such advice or concurrence of the
Majority Purchaser Agents (or in the case of any Purchaser Agent, the
Purchasers within its Purchaser Group that have a majority of the aggregate
Commitment of such Purchaser Group), and assurance of its indemnification, as
it deems appropriate.


 


(b)                                 The
Administrator shall in all cases be fully protected in acting, or in refraining
from acting, under this Agreement in accordance with a request of the Majority
Purchaser Agents or the Purchaser Agents, and such request and any action taken
or failure to act pursuant thereto shall be binding upon all Purchasers, the
Administrator and Purchaser Agents.


 


(c)                                  The
Purchasers within each Purchaser Group with a majority of the Commitment of
such Purchaser Group shall be entitled to request or direct the related
Purchaser Agent to take action, or refrain from taking action, under this
Agreement on behalf of such Purchasers. 
Such Purchaser Agent shall in all cases be fully protected in acting, or
in refraining from acting, under this Agreement in accordance with a request of
such Majority Purchaser Agents, and such request and any action taken or
failure to act pursuant thereto shall be binding upon all of such Purchaser
Agent’s Purchasers.


 


(d)                                 Unless
otherwise advised in writing by a Purchaser Agent or by any Purchaser on whose
behalf such Purchaser Agent is purportedly acting, each party to this Agreement
may assume that (i) such Purchaser Agent is acting for the benefit of each
of the Purchasers in respect of which such Purchaser Agent is identified as
being the “Purchaser Agent” in the definition of “Purchaser Agent” hereto, as
well as for the benefit of each assignee or other transferee from any such
Person, and (ii) each action taken by such Purchaser Agent has been duly
authorized and approved by all necessary action on the part of the Purchasers
on whose behalf it is purportedly acting. 
Each Purchaser Agent and its Purchaser(s) shall agree amongst
themselves as to the circumstances and procedures for removal, resignation and
replacement of such Purchaser Agent.


 


22

















 


Section 5.5                                      Notice
of Termination Events.  Neither any
Purchaser Agent nor the Administrator shall be deemed to have knowledge or
notice of the occurrence of any Termination Event or Unmatured Termination
Event unless such Administrator has received notice from any Purchaser,
Purchaser Agent, the Servicer or the Seller stating that a Termination Event or
an Unmatured Termination Event has occurred hereunder and describing such
Termination Event or Unmatured Termination Event.  In the event that the Administrator receives
such a notice, it shall promptly give notice thereof to each Purchaser Agent
whereupon each such Purchaser Agent shall promptly give notice thereof to its
related Purchasers.  In the event that a
Purchaser Agent receives such a notice (other than from the Administrator), it
shall promptly give notice thereof to the Administrator.  The Administrator shall take such action
concerning a Termination Event or an Unmatured Termination Event as may be
directed by the Majority Purchaser Agents unless such action otherwise requires
the consent of all Purchasers), but until the Administrator receives such
directions, the Administrator may (but shall not be obligated to) take such
action, or refrain from taking such action, as the Administrator deems advisable
and in the best interests of the Purchasers and the Purchaser Agents.


 


Section 5.6                                      Non-Reliance
on Administrator, Purchaser Agents and Other Purchasers.  Each Purchaser expressly acknowledges that
none of the Administrator, the Purchaser Agents nor any of their respective
officers, directors, employees, agents, attorneys-in-fact or Affiliates has
made any representations or warranties to it and that no act by the
Administrator, or any Purchaser Agent hereafter taken, including any review of
the affairs of the Seller, Triumph, the Servicer or any Originator, shall be
deemed to constitute any representation or warranty by the Administrator or
such Purchaser Agent, as applicable. 
Each Purchaser represents and warrants to the Administrator and the Purchaser
Agents that, independently and without reliance upon the Administrator,
Purchaser Agents or any other Purchaser and based on such documents and
information as it has deemed appropriate, it has made and will continue to make
its own appraisal of and investigation into the business, operations, property,
prospects, financial and other conditions and creditworthiness of the Seller,
Triumph, the Servicer or the Originators, and the Receivables and its own
decision to enter into this Agreement and to take, or omit, action under any
Transaction Document.  Except for items
specifically required to be delivered hereunder, the Administrator shall not
have any duty or responsibility to provide any Purchaser Agent with any information
concerning the Seller, Triumph, the Servicer or the Originators or any of their
Affiliates that comes into the possession of the Administrator or any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates.


 


Section 5.7                                      Purchasers,
Administrator, Purchaser Agents and Affiliates.  Each of the Administrator, the Purchasers and
the Purchaser Agents and any of their respective Affiliates may extend credit
to, accept deposits from and generally engage in any kind of banking, trust,
debt, equity or other business with the Seller, Triumph, the Servicer or any
Originator or any of their Affiliates. 
With respect to the acquisition of the Eligible Receivables pursuant to
this Agreement, each of the Purchaser Agents and the Administrator shall have
the same rights and powers under this Agreement as any Purchaser and may
exercise the same as though it were not such an agent, and the terms “Purchaser”
and “Purchasers” shall include, to the extent applicable, each of the Purchaser
Agents and the Administrator in their individual capacities.


 


Section 5.8                                      Indemnification.  Each Related Committed Purchaser shall
indemnify and hold harmless the Administrator (but solely in its capacity as
Administrator) and its officers, 


 


23

















 


directors, employees,
representatives and agents (to the extent not reimbursed by the Seller, the
Servicer or any Originator and without limiting the obligation of the Seller,
the Servicer, or any Originator to do so), ratably (based on its Commitment)
from and against any and all liabilities, obligations, losses, damages,
penalties, judgments, settlements, costs, expenses and disbursements of any
kind whatsoever (including in connection with any investigative or threatened
proceeding, whether or not the Administrator or such Person shall be designated
a party thereto) that may at any time be imposed on, incurred by or asserted
against the Administrator or such Person as a result of, or related to, any of
the transactions contemplated by the Transaction Documents or the execution,
delivery or performance of the Transaction Documents or any other document
furnished in connection therewith (but excluding any such liabilities,
obligations, losses, damages, penalties, judgments, settlements, costs,
expenses or disbursements resulting solely from the gross negligence or willful
misconduct of the Administrator or such Person as finally determined by a court
of competent jurisdiction).


 


Section 5.9                                      Successor
Administrator.  The Administrator
may, upon at least five (5) days’ notice to the Seller, each Purchaser and
Purchaser Agent, resign as Administrator. 
Such resignation shall not become effective until a successor
Administrator is appointed by the Majority Purchaser Agents and has accepted
such appointment.  Upon such acceptance
of its appointment as Administrator hereunder by a successor Administrator,
such successor Administrator shall succeed to and become vested with all the
rights and duties of the retiring Administrator, and the retiring Administrator
shall be discharged from its duties and obligations under the Transaction
Documents.  After any retiring
Administrator’s resignation hereunder, the provisions of Sections 3.1
and 3.2 and this Article V shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was the Administrator.


 


ARTICLE VI



MISCELLANEOUS


 


Section 6.1                                      Amendments,
Etc.  No amendment or waiver of any
provision of this Agreement or any other Transaction Document, or consent to
any departure by the Seller or the Servicer therefrom, shall be effective
unless in a writing signed by the Administrator and the Majority Purchaser
Agents, and, in the case of any amendment, by the other parties thereto; and
then such amendment, waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided, however,
that, to the extent required by the securitization program of any Conduit
Purchaser, no such material amendment shall be effective until the Rating
Agency Condition shall have been satisfied with respect thereto; provided,
further that no amendment to the definition of “Concentration Percentage”
shall be effective until the Rating Agency Condition shall have been satisfied
with respect thereto; provided, further that no such amendment or
waiver shall, without the consent of each affected Purchaser, (A) extend
the date of any payment or deposit of Collections by the Seller or the
Servicer, (B) reduce the rate or extend the time of payment of Discount, (C) reduce
any fees payable to the Administrator, any Purchaser Agent or any Purchaser
pursuant to the applicable Purchaser Group Fee Letter, (D) change the
amount of Capital of any Purchaser, any Purchaser’s pro rata share of the
Purchased Interest or any Related Committed Purchaser’s Commitment, (E) amend,
modify or waive any provision of the definition of “Majority Purchaser Agents”
or this Section 6.1, (F) consent to or permit the assignment
or transfer by the Seller of any of its rights and obligations 


 


24

















 


under this Agreement, (G) change
the definition of “Eligible Receivable,” “Loss Reserve,” “Loss Reserve
Percentage,” “Designated Ineligible Receivable,” “Dilution Reserve,” “Dilution
Reserve Percentage,” “Yield Reserve,” “Dilution Component Reserve” or “Termination
Event”, or (H) amend or modify any defined term (or any defined term used
directly or indirectly in such defined term) used in clauses (A) through (G) above
in a manner that would circumvent the intention of the restrictions set forth
in such clauses.  No failure on the part
of the Purchasers, the Purchaser Agents or the Administrator to exercise, and
no delay in exercising any right hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any right hereunder preclude any
other or further exercise thereof or the exercise of any other right.


 


Section 6.2                                      Notices,
Etc.  All notices and other
communications provided for hereunder shall, unless otherwise stated herein, be
in writing (including facsimile and email communications) and shall be
personally delivered or sent by facsimile or email, or by overnight mail, to
the intended party at the mailing or email address or facsimile number of such
party set forth under its name on the signature pages hereof (or in any
other document or agreement pursuant to which it is or became a party hereto),
or at such other address or facsimile number as shall be designated by such
party in a written notice to the other parties hereto.  All such notices and communications shall be
effective (i) if delivered by overnight mail, when received, and (ii) if
transmitted by facsimile or email, when sent, receipt confirmed by telephone or
electronic means.


 


Section 6.3                                      Successors
and Assigns; Participations; Assignments.


 


(a)                                  Successors
and Assigns.  This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. 
Except as otherwise provided herein, neither the Seller nor the Servicer
may assign or transfer any of its rights or delegate any of its duties
hereunder or under any Transaction Document without the prior consent of the
Administrator and the Purchaser Agents.


 


(b)                                 Participations.  Except as otherwise specifically provided
herein, any Purchaser may sell to one or more Persons (each, a “Participant”)
participating interests in the interests of such Purchaser hereunder; provided,
however, that no Purchaser shall grant any participation under which the
Participant shall have rights to approve any amendment to or waiver of this
Agreement or any other Transaction Document. 
Such Purchaser shall remain solely responsible for performing its
obligations hereunder, and the Seller, each Purchaser Agent and the
Administrator shall continue to deal solely and directly with such Purchaser in
connection with such Purchaser’s rights and obligations hereunder.  A Purchaser shall not agree with a
Participant to restrict such Purchaser’s right to agree to any amendment
hereto.


 


(c)                                  Assignments
by Related Committed Purchasers.  Any
Related Committed Purchaser may assign to one or more Persons (each, a “Purchasing
Related Committed Purchaser”), acceptable to (i) the Administrator and
the related Purchaser Agent, in its sole discretion if such assignee is an
Affiliate of any member of an existing Purchaser Group and (ii)  solely
with respect to any assignee that is not an Affiliate of a member of an
existing Purchaser Group, the Administrator and the related Purchaser Agent
and, so long as no Termination Event has occurred, the Seller (such consent not
to be unreasonably withheld), any portion of its Commitment pursuant to a
supplement hereto, substantially in the form of Annex D with any 


 


25

















 


changes as have been
approved by the parties thereto (each, a “Transfer Supplement”),
executed by each such Purchasing Related Committed Purchaser, such selling
Related Committed Purchaser, such related Purchaser Agent and the
Administrator.  Any such assignment by a
Related Committed Purchaser cannot be for an amount less than $20,000,000.  Upon (i) the execution of the Transfer
Supplement, (ii) delivery of an executed copy thereof to the Seller, such
related Purchaser Agent and the Administrator and (iii) payment by the
Purchasing Related Committed Purchaser to the selling Related Committed
Purchaser of the agreed purchase price, if any, such selling Related Committed
Purchaser shall be released from its obligations hereunder to the extent of
such assignment and such Purchasing Related Committed Purchaser shall for all
purposes be a Related Committed Purchaser party hereto and shall have all the
rights and obligations of a Related Committed Purchaser hereunder to the same
extent as if it were an original party hereto. 
The amount of the Commitment of the selling Related Committed Purchaser
allocable to such Purchasing Related Committed Purchaser shall be equal to the
amount of the Commitment of the selling Related Committed Purchaser transferred
regardless of the purchase price, if any, paid therefor.  The Transfer Supplement shall be an amendment
hereof only to the extent necessary to reflect the addition of such Purchasing
Related Committed Purchaser as a “Related Committed Purchaser” and any
resulting adjustment of the selling Related Committed Purchaser’s Commitment.


 


(d)                                 Assignments
to Liquidity Providers and other Program Support Providers.  Any Conduit Purchaser may at any time grant
to one or more of its Liquidity Providers or other Program Support Providers,
participating interests in its portion of the Purchased Interest.  In the event of any such grant by such
Conduit Purchaser of a participating interest to a Liquidity Provider or other
Program Support Provider, such Conduit Purchaser shall remain responsible for
the performance of its obligations hereunder. 
The Seller agrees that each Liquidity Provider and Program Support
Provider of any Conduit Purchaser hereunder shall be entitled to the benefits
of Section 1.7.


 


(e)                                  Other
Assignment by Conduit Purchasers. 
Each party hereto agrees and consents (i) to any Conduit Purchaser’s
assignment, participation, grant of security interests in or other transfers of
any portion of, or any of its beneficial interest in, the Purchased Interest
(or portion thereof), including without limitation to any collateral agent in
connection with its commercial paper program and (ii) to the complete
assignment by any Conduit Purchaser of all of its rights and obligations
hereunder to any other Person, and upon such assignment such Conduit Purchaser
shall be released from all obligations and duties, if any, hereunder; provided,
however, that such Conduit Purchaser may not, without the prior consent
of its Related Committed Purchasers, make any such transfer of its rights
hereunder unless the assignee (i) is principally engaged in the purchase
of assets similar to the assets being purchased hereunder, (ii) has as its
Purchaser Agent the Purchaser Agent of the assigning Conduit Purchaser and (iii) issues
commercial paper or other Notes with credit ratings substantially comparable to
the ratings of the assigning Conduit Purchaser. 
Any assigning Conduit Purchaser shall deliver to any assignee a Transfer
Supplement with any changes as have been approved by the parties thereto, duly
executed by such Conduit Purchaser, assigning any portion of its interest in
the Purchased Interest to its assignee. 
Such Conduit Purchaser shall promptly (i) notify each of the other
parties hereto of such assignment and (ii) take all further action that
the assignee reasonably requests in order to evidence the assignee’s right,
title and interest in such interest in the Purchased Interest and to enable the
assignee to exercise or enforce any rights of such Conduit 


 


26

















 


Purchaser hereunder.  Upon the assignment of any portion of its
interest in the Purchased Interest, the assignee shall have all of the rights
hereunder with respect to such interest (except that the Discount therefor
shall thereafter accrue at the rate, determined with respect to the assigning
Conduit Purchaser unless the Seller, the related Purchaser Agent and the
assignee shall have agreed upon a different Discount).


 


(f)                                    Opinions
of Counsel.  If required by the
Administrator or the applicable Purchaser Agent or to maintain the ratings of
any Conduit Purchaser, each Transfer Supplement must be accompanied by an
opinion of counsel of the assignee as to such matters as the Administrator or
such Purchaser Agent may reasonably request.


 


Section 6.4                                      Costs,
Expenses and Taxes.  (a)  By way
of clarification, and not of limitation of Sections 1.7 or 3.1,
the Seller shall pay to the Administrator, each Liquidity Agent, each Purchaser
Agent and each member of each Purchaser Group on demand all costs and expenses
in connection with (i) the preparation, execution, delivery and
administration (including amendments or waivers of any provision) of this
Agreement or the other Transaction Documents and other documents to be
delivered hereunder and thereunder, (ii) the sale of the Purchased Interest
(or any portion thereof) from the Seller to the Purchasers hereunder, (iii) the
perfection (and continuation) of the Administrator’s rights in the Receivables,
Collections and other Pool Assets, (iii) the enforcement by the
Administrator, any Purchaser Agent or any member of any Purchaser Group of the
obligations of the Seller, the Servicer or the Originators under the
Transaction Documents or of any Obligor under a Receivable and (iv) the
maintenance by the Administrator of the Lock-Box Accounts (and any related
lock-box or post office box), including Attorney Costs of legal counsel for the
Administrator and any member of any Purchaser Group relating to any of the
foregoing or to advising the Administrator, any member of any Purchaser Group,
any related Liquidity Provider or any other related Program Support Provider
about its rights and remedies under any Transaction Document or any other
document, agreement or instrument related thereto and all costs and
out-of-pocket expenses (including Attorney Costs) of the Administrator, each
Purchaser Agent and each Purchaser in connection with the enforcement or
administration of the Transaction Documents or any other document, agreement or
instrument related thereto.  The Seller
shall reimburse the Administrator and each Purchaser Agent for the cost of such
Person’s auditors auditing the books, records and procedures of the Seller or
the Servicer and the cost of such Person’s due diligence.  The Seller shall reimburse each Conduit
Purchaser on demand for all reasonable costs and expenses incurred by such
Conduit Purchaser in connection with the Transaction Documents or the
transactions contemplated thereby, including certain costs related to the
Rating Agencies and reasonable fees and out of pocket expenses of counsel of
the Administrator and each member of any Purchaser Group for advice relating to
such Conduit Purchaser’s operation in connection with the transactions
contemplated by the Transaction Documents.


 


(b)                                 In
addition, the Seller shall pay on demand any and all stamp, franchise and other
taxes and fees payable in connection with the execution, delivery, filing and
recording of this Agreement or the other documents or agreements to be
delivered hereunder, and agrees to save each Indemnified Party and Affected
Person harmless from and against any liabilities with respect to or resulting
from any delay in paying or omission to pay such taxes and fees.


 


27
















 


Section 6.5                                      No
Proceedings; Limitation on Payments. 
(a)  Each of the Seller, Triumph, the Servicer, the Administrator,
the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest
or any interest therein, and each Person that enters into a commitment to
purchase the Purchased Interest or interests therein, hereby covenants and
agrees that it will not institute against, or join any other Person in
instituting against, any Conduit Purchaser any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding, or other proceeding under
any federal or state bankruptcy or similar law, for one year and one day after
the latest maturing Note issued by such Conduit Purchaser is paid in full. The
provisions of this paragraph shall survive any termination of this
Agreement.  Each party hereto agrees that
it will not institute against, or join any Person in instituting against, the
Seller any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding under any federal or state bankruptcy or similar law, for one year
and one day after which all indebtedness and other obligations of the Seller
hereunder and under each other Transaction Document shall have been paid in
full; provided that, if a Termination Event has occurred and is
continuing, the Administrator may take any such action with the prior written
consent of the Majority Purchaser Agents.


 


(b)                                 Notwithstanding
any provisions contained in this Agreement to the contrary, no Conduit
Purchaser shall or shall be obligated to, pay any amount, if any, payable by it
pursuant to this Agreement or any other Transaction Document unless (i) such
Conduit Purchaser has received funds which may be used to make such payment and
which funds are not required to repay the Notes when due and (ii) after
giving effect to such payment, either (x) such Conduit Purchaser could
issue Notes to refinance all outstanding Notes (assuming such outstanding Notes
matured at such time) in accordance with the program documents governing such
Conduit Purchaser’s securitization program or (y) all Notes are paid in
full.  Any amount which such Conduit
Purchaser does not pay pursuant to the operation of the preceding sentence
shall not constitute a claim (as defined in §101 of the Bankruptcy Code)
against or company obligation of such Conduit Purchaser for any such
insufficiency unless and until such Conduit Purchaser satisfies the provisions
of clauses (i) and (ii) above.  The provisions of this paragraph shall
survive any termination of this Agreement.


 


Section 6.6                                      GOVERNING
LAW AND JURISDICTION.


 


(a)                                  THIS
AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY OTHERWISE APPLICABLE CONFLICTS
OF LAW PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK) EXCEPT TO THE EXTENT THAT THE
VALIDITY OR PERFECTION OF A SECURITY INTEREST OR REMEDIES HEREUNDER, IN RESPECT
OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN
THE STATE OF NEW YORK.


 


(b)                                 ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT
IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN
DISTRICT OF NEW YORK; AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF
THE PARTIES HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE 


 


28

















 


NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS.  EACH OF
THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW,
ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, THAT IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT
OR ANY DOCUMENT RELATED HERETO.  EACH OF
THE PARTIES HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
PROCESS, WHICH SERVICE MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW
YORK LAW.


 


Section 6.7                                      Confidentiality.  Unless otherwise required by applicable law
(including any disclosure required by the Exchange Act, except with respect to
any Fee Letter), each of the Seller and the Servicer agrees to maintain the
confidentiality of this Agreement and the other Transaction Documents (and all
drafts thereof) in communications with third parties and otherwise; provided, that this Agreement may be
disclosed (a) to third parties to the extent such disclosure is made
pursuant to a written agreement of confidentiality in form and substance reasonably
satisfactory to the Administrator and each Purchaser Agent and (b) to the
Seller’s and Servicer’s legal counsel and auditors if they agree to hold it
confidential.  Unless otherwise required
by applicable law, rules or regulations, the Purchaser Agents and the
Purchasers agree to maintain the confidentiality of non-public financial
information regarding the Seller, the Servicer and the Originators; provided, that such information may be
disclosed (i) to third parties to the extent such disclosure is made
pursuant to a written agreement of confidentiality in form and substance
reasonably satisfactory to the Servicer, (ii) to legal counsel and
auditors of the Purchasers, the Purchaser Agents or the Administrator if they
agree to hold it confidential, (iii) to the rating agencies rating the
Notes of any Conduit Purchaser, (iv) to any Program Support Provider or
potential Program Support Provider (if such potential Program Support Provider
agrees to hold it confidential), (v) to any placement agency placing the
Notes, and (vi) to any regulatory authorities having jurisdiction over the
Administrator, the Purchaser Agents, any Purchaser, any Program Support
Provider or any Liquidity Provider.


 


Section 6.8                                      Execution
in Counterparts.  This Agreement may
be executed in any number of counterparts, each of which, when so executed,
shall be deemed to be an original, and all of which, when taken together, shall
constitute one and the same agreement.


 


Section 6.9                                      Survival
of Termination.  The provisions of Sections
1.7, 1.9, 1.10, 3.1, 3.2, 6.4, 6.5,
6.6, 6.7, 6.10 and 6.15 shall survive any
termination of this Agreement.


 


Section 6.10                                WAIVER
OF JURY TRIAL.  EACH OF THE PARTIES
HERETO WAIVES THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE
OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION
OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES,
WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE.  EACH OF THE PARTIES HERETO AGREES THAT ANY
SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A
JURY.  WITHOUT LIMITING THE FOREGOING,
EACH OF THE PARTIES HERETO FURTHER AGREES THAT ITS RESPECTIVE RIGHT 


 


29

















 


TO A TRIAL BY JURY IS
WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR
OTHER PROCEEDING THAT SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR
ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF.  THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.


 


Section 6.11                                Sharing
of Recoveries.  Each Purchaser agrees
that if it receives any recovery, through set-off, judicial action or
otherwise, on any amount payable or recoverable hereunder in a greater
proportion than should have been received hereunder or otherwise inconsistent
with the provisions hereof, then the recipient of such recovery shall purchase
for cash an interest in amounts owing to the other Purchasers (as return of
Capital or otherwise), without representation or warranty except for the
representation and warranty that such interest is being sold by each such other
Purchaser free and clear of any Adverse Claim created or granted by such other
Purchaser, in the amount necessary to create proportional participation by the
Purchaser in such recovery.  If all or
any portion of such amount is thereafter recovered from the recipient, such
purchase shall be rescinded and the purchase price restored to the extent of
such recovery, but without interest.


 


Section 6.12                                Right
of Setoff.  Each Purchaser is hereby
authorized (in addition to any other rights it may have) at any time after the
occurrence of a Termination Event to setoff, appropriate and apply (without
presentment, demand, protest or other notice which are hereby expressly waived)
any deposits and any other indebtedness held or owing by such Purchaser
(including by any branches or agencies of such Purchaser) to, or for the
account of, the Seller against amounts owing by the Seller hereunder (even if
contingent or unmatured).


 


Section 6.13                                Entire
Agreement.  This Agreement and the
other Transaction Documents embody the entire agreement and understanding
between the parties hereto, and supersede all prior or contemporaneous
agreements and understandings of such Persons, verbal or written, relating to
the subject matter hereof and thereof.


 


Section 6.14                                Headings.  The captions and headings of this Agreement
and any Exhibit, Schedule or Annex hereto are for convenience of reference only
and shall not affect the interpretation hereof or thereof.


 


Section 6.15                                Purchaser
Groups’ Liabilities.  The obligations
of each Purchaser Agent and each Purchaser under the Transaction Documents are
solely the corporate obligations of such Person.  Except with respect to any claim arising out
of the willful misconduct or gross negligence of the Administrator, any
Purchaser Agent or any Purchaser, no claim may be made by the Seller or the
Servicer or any other Person against the Administrator, any Purchaser Agent or
any Purchaser or their respective Affiliates, directors, officers, employees,
attorneys or agents for any special, indirect, consequential or punitive
damages in respect of any claim for breach of contract or any other theory of
liability arising out of or related to the transactions contemplated by this
Agreement or any other Transaction Document, or any act, omission or event
occurring in connection therewith; and each of Seller and Servicer hereby
waives, releases, and agrees not to sue upon any claim for any such damages,
whether or not accrued and whether or not known or suspected to exist in its
favor.


 


30

















 


Section 6.16                                Call
Option.  The Seller shall have the
right to repurchase the Purchased Interest from the Purchasers on any
Settlement Date on the terms hereinafter set forth in this Section 6.16.  The Seller shall give the Administrator and
each Purchaser Agent at least ten (10) Business Days’ prior written notice
of such repurchase and upon payment of the repurchase price for the Purchased
Interest, as hereinafter provided, the Purchasers shall be deemed to have
reconveyed the Purchased Interest to the Seller without recourse,
representation or warranty except for a representation from the related
Purchasers that the Purchased Interest assigned is (or concurrently with the
Administrator’s receipt of such repurchase price shall become) free of any
lien, security interest or other charge or encumbrance created by the
Purchasers.  The Seller shall pay such
repurchase price for the Purchased Interest in immediately available funds to
the Administrator in an amount equal to the sum of (i) the aggregate of
the Discount accrued for each Portion of Capital for the Purchasers accrued to
and including the repurchase date, (ii) the Capital for the Purchasers, (iii) the
amounts payable pursuant to each of Sections 1.5, 1.7, 1.8
and 1.9 and Article III of which the Seller has notice) related
to the Purchased Interest accrued to and including the repurchase date, (iv) all
other obligations that are then due and payable and (v) if Triumph is not
the Servicer, the Purchasers’ Share of the Servicing Fee allocated to the
Purchased Interest that has accrued to and including the repurchase date.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


31

















 


IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed by their respective officers thereunto duly
authorized, as of the date first above written.


 


	
   

  	
  TRIUMPH
  RECEIVABLES, LLC, as Seller

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
  1550 Liberty
  Ridge

  
	
   

  	
  Suite 100

  
	
   

  	
  Wayne, PA
  19087

  
	
   

  	
   

  
	
   

  	
  Attention:

  
	
   

  	
  Telephone:

  
	
   

  	
  Facsimile:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRIUMPH
  GROUP, INC., individually and as 

  Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  1550 Liberty
  Ridge

  
	
   

  	
  Suite 100

  
	
   

  	
  Wayne, PA
  19087

  
	
   

  	
   

  
	
   

  	
  Attention:

  
	
   

  	
  Telephone:

  
	
   

  	
  Facsimile:

  



 


S-1

















 


	
   

  	
  THE PURCHASER GROUPS:

  
	
   

  	
   

  
	
   

  	
  PNC BANK,
  NATIONAL ASSOCIATION, as 

  Purchaser Agent for the Market Street Purchaser 

  Group

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  PNC Bank, National
  Association

  
	
   

  	
   

  	
  One PNC Plaza

  
	
   

  	
   

  	
  249 Fifth Avenue

  
	
   

  	
   

  	
  Pittsburgh, Pennsylvania 15222-2707

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  William Falcon

  
	
   

  	
  Telephone:

  	
  (412) 762-5442

  
	
   

  	
  Facsimile:

  	
  (412) 762-9184

  
				



 


S-2

















 


	
   

  	
  MARKET STREET
  FUNDING  LLC,

  
	
   

  	
  as Related
  Committed Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o AMACAR Group, L.L.C.

  
	
   

  	
   

  	
  6525 Morrison Blvd., Suite 318

  
	
   

  	
   

  	
  Charlotte, North Carolina 28211

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Douglas K. Johnson

  
	
   

  	
  Telephone:

  	
  (704) 365-0569

  
	
   

  	
  Facsimile:

  	
  (704) 365-1362

  
	
   

  	
   

  
	
   

  	
  Commitment: $125,000,000

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MARKET
  STREET FUNDING LLC,

  
	
   

  	
  as Conduit
  Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o AMACAR Group, L.L.C.

  
	
   

  	
   

  	
  6525 Morrison Blvd., Suite 318

  
	
   

  	
   

  	
  Charlotte, North Carolina 28211

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Douglas K. Johnson

  
	
   

  	
  Telephone:

  	
  (704) 365-0569

  
	
   

  	
  Facsimile:

  	
  (704) 365-1362

  
				



 


S-3

















 


	
   

  	
  PNC BANK,
  NATIONAL ASSOCIATION, as 

  Administrator

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  PNC Bank, National
  Association

  
	
   

  	
   

  	
  One PNC Plaza

  
	
   

  	
   

  	
  249 Fifth Avenue

  
	
   

  	
   

  	
  Pittsburgh, Pennsylvania
  15222-2707

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  William Falcon

  
	
   

  	
  Telephone:

  	
  (412) 762-5442

  
	
   

  	
  Facsimile:

  	
  (412) 762-9184

  
				



 


S-4
















 


EXHIBIT I

DEFINITIONS


 


As used in this Agreement (including its Exhibits,
Schedules and Annexes), each of the following terms shall have the following
meaning (such meaning to be equally applicable to both the singular and plural
forms of the terms defined). Unless otherwise indicated, all Section, Annex, Exhibit and
Schedule references in this Exhibit are to Sections of and Annexes,
Exhibits and Schedules to this Agreement.


 


“Administrator” has the meaning set forth in
the preamble to this Agreement.


 


“Adverse Claim” means a lien, security interest
or other charge or encumbrance, or any other type of preferential arrangement; it
being understood that any thereof in favor of the Administrator (for the
benefit of the Purchasers) shall not constitute an Adverse Claim.


 


“Affected Person” has the meaning set forth in Section 1.7
of this Agreement.


 


“Affiliate” means, as to any Person: (a) any
Person that, directly or indirectly, is in control of, is controlled by or is
under common control with such Person, or (b) who is a director or
officer: (i) of such Person or (ii) of any Person described in clause
(a), except that, in the case of each Conduit Purchaser, Affiliate shall
mean the holder of its capital stock or membership interest, as the case may
be.  For purposes of this definition,
control of a Person shall mean the power, direct or indirect: (x) to vote
25% or more of the securities having ordinary voting power for the election of
directors of such Person, or (y) to direct or cause the direction of the
management and policies of such Person, in either case whether by ownership of
securities, contract, proxy or otherwise.


 


“Aggregate Capital” means the amount paid to
the Seller in respect of the Purchased Interest or portion thereof by each
Purchaser pursuant to this Agreement, as reduced from time to time by
Collections distributed and applied on account of such Aggregate Capital
pursuant to Section 1.4(d) of this Agreement; provided,
that if such Aggregate Capital shall have been reduced by any distribution, and
thereafter all or a portion of such distribution is rescinded or must otherwise
be returned for any reason, such Aggregate Capital shall be increased by the
amount of such rescinded or returned distribution as though it had not been
made.


 


“Aggregate Discount” at any time, means the sum
of the aggregate for each Purchaser of the accrued and unpaid Discount with
respect to each such Purchaser’s Capital at such time.


 


“Agreement” has the meaning set forth in the
preamble hereto.


 


“Alternate Rate” for any Yield Period for any
Capital (or portion thereof) funded by any Purchaser other than through the
issuance of Notes, means an interest rate per annum equal to: (a) 2.0% per
annum above the Euro-Rate for such Yield Period, or, in the sole discretion of
the applicable Purchaser Agent (b) the Base Rate for such Yield Period; provided,
however, that the “Alternate Rate” for any day while a Termination Event
exists shall be an interest rate equal to 2.0% per annum above the Base Rate in
effect on such day.


 


I-1

















 


“Assumption Agreement” means an agreement
substantially in the form set forth in Annex C to this Agreement.


 


“Attorney Costs” means and includes all
reasonable fees, costs and disbursements of any law firm or other external
counsel, the reasonable allocated cost of internal legal services and all
reasonable disbursements of internal counsel.


 


“Bankruptcy Code” means the United States
Bankruptcy Reform Act of 1978 (11 U.S.C. § 101, et seq.), as amended from
time to time.


 


“Bankruptcy Opinion” means each opinion of
Ballard Spahr Andrews & Ingersoll, LLP regarding true sale and
substantive consolidation matters delivered to the Administrator and each
Purchaser Group (including, without limitation, such opinion delivered on the
Closing Date).


 


“Base Rate” means, for any day, a fluctuating
interest rate per annum as shall be in effect from time to time, which rate
shall be at all times equal to the higher of:


 


                                                (a)                                  the
rate of interest in effect for such day as publicly announced from time to time
by the Administrator as its “reference rate”. 
Such “reference rate” is set by the Administrator based upon various
factors, including the Administrator’s costs and desired return, general
economic conditions and other factors, and is used as a reference point for
pricing some loans, which may be priced at, above or below such announced rate,
and


 


                                                (b)                                 0.50%
per annum above the latest Federal Funds Rate.


 


“BBA” means the British Bankers’ Association.


 


“Business Day” means any day (other than a
Saturday or Sunday) on which: (a) banks are not authorized or required to
close in Pittsburgh, Pennsylvania, or New York City, New York, and (b) if
this definition of “Business Day” is utilized in connection with the Euro-Rate,
dealings are carried out in the London interbank market.


 


“Capital” means with respect to any Purchaser
the amount paid to the Seller by such Purchaser pursuant to this Agreement, as
reduced from time to time by Collections distributed and applied on account of
such Capital pursuant to Section 1.4(d) of this Agreement; provided,
that if such Capital shall have been reduced by any distribution and thereafter
all or a portion of such distribution is rescinded or must otherwise be
returned for any reason, such Capital shall be increased by the amount of such
rescinded or returned distribution as though it had not been made.


 


“Change in Control” means (i) that Triumph
ceases to own, directly or indirectly, (a) 100% of the voting equity
interests of the Seller free and clear of all Adverse Claims unless the
Administrator and the Majority Purchaser Agents provide prior written consent
with respect thereto or (b) a majority of the voting equity interests of
any Originator or (ii) the acquisition by any Person, or two or more
Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3
of the Securities and Exchange Commission under the Exchange Act) of 20% or
more of the outstanding voting stock of Triumph.


 


I-2

















 


“Closing Date” means August 7, 2008.


 


“Collections” means, with respect to any Pool
Receivable: (a) all funds that are received by any Originator, Triumph,
the Seller or the Servicer in payment of any amounts owed in respect of such
Receivable (including purchase price, finance charges, interest and all other
charges), or applied to amounts owed in respect of such Receivable (including
insurance payments and net proceeds of the sale or other disposition of
repossessed goods or other collateral or property of the related Obligor or any
other Person directly or indirectly liable for the payment of such Pool
Receivable and available to be applied thereon), (b) all Deemed
Collections and (c) all other proceeds of such Pool Receivable.


 


“Commitment” means, with respect to each
Related Committed Purchaser, the maximum aggregate amount which such Purchaser
is obligated to pay hereunder on account of any Purchase, as set forth below
its signature to this Agreement or in the Assumption Agreement or Transfer
Supplement pursuant to which it became a Purchaser, as such amount may be
modified in connection with any subsequent assignment pursuant to Section 6.3(c) or
in connection with a change in the Purchase Limit pursuant to Section 1.1(b).


 


“Commitment Percentage” means, for each Related
Committed Purchaser in a Purchaser Group, such Related Committed Purchaser’s
Commitment divided by the total of all Commitments of all Related Committed
Purchasers in such Purchaser Group.


 


“Company Note” has the meaning set forth in Section 3.1
of the Sale Agreement.


 


“Concentration Percentage” means, at any time, (a) for
any Special Obligor, 25%, (b) for any Group A Obligor, 12%, (c) for
any Group B Obligor, 10%, (d) for any Group C Obligor, 8% and (e) for
any Group D Obligor, 5%; provided, that the Administrator may, in its
sole discretion, increase the “Concentration Percentage” for any particular
Obligor; provided, further, that the Administrator may, in its
sole discretion, at any time thereafter, upon 5 Business Days’ written notice
to the Seller and the Servicer, decrease the then applicable “Concentration
Percentage” of any such Obligor which has been increased pursuant to the
proviso above to a percentage satisfactory to it at such time, which such
decrease shall not result in the applicable “Concentration Percentage” being
lower than the related “Concentration Percentage” set forth in clauses (b),
(c), (d) or (e) above.


 


“Concentration Reserve” means, at any time, the product of (a) the
Capital at such time, multiplied by (b)(i) the Concentration Reserve
Percentage divided by (ii) 1 minus the Concentration Reserve Percentage.


 


“Concentration Reserve Percentage” means at any
time, the (a) largest of the following: (i) the sum of the four (4) largest
Group D Obligor Receivables balances (up to the Concentration Percentage for
each Obligor), (ii) the sum of the two (2) largest Group C Obligor
Receivables balances (up to the Concentration Percentage for each Obligor), (iii) the
largest Group B Obligor Receivables balance (up to the Concentration Percentage
for each Obligor), and (iv) the largest Group A Obligor Receivables
balance (up to the Concentration Percentage for such Obligor), divided by (b) the
aggregate Outstanding Balance of all Eligible Receivables.


 


I-3

















 


 “Conduit
Purchasers” means each commercial paper conduit that is a party to this
Agreement, as a purchaser, or that becomes a party to this Agreement, as a
purchaser pursuant to an Assumption Agreement or Transfer Supplement.


 


“Contract” means, with respect to any
Receivable, any and all contracts, instruments, agreements, leases, invoices,
notes or other writings pursuant to which such Receivable arises or that
evidence such Receivable or under which an Obligor becomes or is obligated to
make payment in respect of such Receivable.


 


“CP Rate” means, for any Conduit Purchaser and
for any Yield Period for any Portion of Capital (a) the per  annum
rate equivalent to the weighted average cost (as determined by the applicable
Purchaser Agent and which shall include commissions of placement agents and
dealers, incremental carrying costs incurred with respect to Notes of such
Person maturing on dates other than those on which corresponding funds are
received by such Conduit Purchaser, other borrowings by such Conduit Purchaser
(other than under any Program Support Agreement) and any other costs associated
with the issuance of Notes) of or related to the issuance of Notes that are
allocated, in whole or in part, by the applicable Purchaser Agent to fund or
maintain such Portion of Capital (and which may be also allocated in part to
the funding of other assets of such Conduit Purchaser); provided, however,
that if any component of such rate is a discount rate, in calculating the “CP
Rate” for such Portion of Capital for such Yield Period, the applicable
Purchaser Agent shall for such component use the rate resulting from converting
such discount rate to an interest bearing equivalent rate per  annum;
provided, further, that notwithstanding anything in this
Agreement or the other Transaction Documents to the contrary, the Seller agrees
that any amounts payable to the Purchasers in respect of Discount for any Yield
Period with respect to any Portion of Capital funded by such Purchaser at the
CP Rate shall include an amount equal to the portion of the face amount of the
outstanding Notes issued to fund or maintain such Portion of Capital that
corresponds to the portion of the proceeds of such Notes that was used to pay
the interest component of maturing Notes issued to fund or maintain such
Portion of Capital, to the extent that such Purchaser had not received payments
of interest in respect of such interest component prior to the maturity date of
such maturing Notes (for purposes of the foregoing, the “interest component” of
Notes equals the excess of the face amount thereof over the net proceeds
received by such Purchaser from the issuance of Notes, except that if such
Notes are issued on an interest-bearing basis its “interest component” will
equal the amount of interest accruing on such Notes through maturity) or (b) any
other rate designated as the “CP Rate” for such Conduit Purchaser in an
Assumption Agreement or Transfer Supplement pursuant to which such Person
becomes a party as a Conduit Purchaser to this Agreement, or any other writing
or agreement provided by such Conduit Purchaser to the Seller, the Servicer and
the applicable Purchaser Agent from time to time.  The “CP Rate” for any day while a Termination
Event or an Unmatured Termination Event exists shall be an interest rate equal
to 2.0% per annum above the Base Rate as in effect on such day.


 


“Credit and Collection Policy” means, as the
context may require, those receivables credit and collection policies and
practices of each Originator and of Triumph in effect on the date of this
Agreement and described in Schedule I to this Agreement, as modified in
compliance with this Agreement.


 


“Cut-off Date” has the meaning set forth in Section 1.1(a) of
the Sale Agreement.


 


I-4

















 


“Days’ Sales Outstanding” means, for any
calendar month, an amount computed as of the last day of such calendar month
equal to: (a) the average of the Outstanding Balance of all Pool
Receivables as of the last day of each of the three most recent calendar months
ended on the last day of such calendar month divided by (b)(i) the
aggregate credit sales made by the Originators during the three calendar months
ended on the last day of such calendar month divided by (ii) 90.


 


“Debt” means: (a) indebtedness for
borrowed money, (b) obligations evidenced by bonds, debentures, notes or
other similar instruments, (c) obligations to pay the deferred purchase
price of property or services, (d) obligations as lessee under leases that
shall have been or should be, in accordance with GAAP, recorded as capital
leases, and (e) obligations under direct or indirect guaranties in respect
of, and obligations (contingent or otherwise) to purchase or otherwise acquire,
or otherwise to assure a creditor against loss in respect of, indebtedness or
obligations of others of the kinds referred to in clauses (a) through
(d).


 


“Declining Conduit Purchaser” has the meaning
set forth in Section 1.4(b)(ii) of this Agreement.


 


“Declining Notice” has the meaning set forth in
Section 1.4(b)(ii) of this Agreement.


 


“Deemed Collections” has the meaning set forth
in Section 1.4(e)(ii) of this Agreement.


 


“Default Ratio” means the ratio (expressed as a
percentage and rounded to the nearest 1/100 of 1%) computed as of the last day
of each calendar month by dividing: (a) the aggregate Outstanding Balance
of all Pool Receivables that became Defaulted Receivables (excluding, solely
for purposes of calculating the Default Ratio in clauses (i) and (ii) of
paragraph (f) of Exhibit V to this Agreement,
Designated Ineligible Receivables) during such calendar month (other than
Receivables that became Defaulted Receivables as a result of an Event of
Bankruptcy with respect to the Obligor thereof during such month), by (b) the
aggregate credit sales made by the Originator during the calendar month that is
6 calendar months before such calendar month.


 


“Defaulted Receivable” means a Receivable:


 


                                                (a)                                  as
to which any payment, or part thereof, remains unpaid for more than 150 days
from the original due date for such payment, or


 


                                                (b)                                 without
duplication (i) as to which an Event of Bankruptcy shall have occurred
with respect to the Obligor thereof or any other Person obligated thereon or
owning any Related Security with respect thereto, or (ii) that has been
written off the Seller’s books as uncollectible.


 


“Delinquency Ratio” means the ratio (expressed
as a percentage and rounded to the nearest 1/100 of 1%, with 5/1000th of 1%
rounded upward) computed as of the last day of each calendar month by dividing:
(a) the aggregate Outstanding Balance of all Pool Receivables that were
Delinquent Receivables on such day (excluding Designated Ineligible
Receivables) by (b) the aggregate Outstanding Balance of all Pool
Receivables on such day (excluding Designated Ineligible Receivables).


 


I-5

















 


“Delinquent Receivable” means a Receivable as
to which any payment, or part thereof, remains unpaid for more than 90 days
from the original due date for such payment.


 


“Designated Ineligible Receivable” means a
Receivable due from any Obligor which is identified by the Servicer on the
Information Package for the then most recent calendar month as a Receivable not
generally representative of the other Pool Receivables; provided, that,
at no time shall the aggregate Outstanding Balance of all Designated Ineligible
Receivables exceed 10% of the aggregate Outstanding Balance of all Pool
Receivables.  Once designated as such, a
Designated Ineligible Receivable will continue to be a Designated Ineligible
Receivable until retired or paid in full.


 


“Dilution Component Reserve” means at any time,
the product of (a) the Aggregate Capital, and (b)(i) the Dilution
Component Reserve Percentage, divided by (ii) 1 minus the Dilution
Component Reserve Percentage.


 


“Dilution Component Reserve Percentage” means,
at any time, the product of (a) the Twelve-Month Average Dilution Ratio
multiplied by (b) the Dilution Horizon.


 


“Dilution Horizon” means, for any calendar
month, the ratio (expressed as a percentage and rounded to the nearest 1/100th
of 1%) computed as of the last day of such calendar month of: (a) the sum
of (x) the aggregate credit sales made by all the Originators during the
most recent calendar month and (y) the product of (A) 50% and (B) the
aggregate credit sales made by all Originators during the second most recent
calendar month, to (b) the Net Receivables Pool Balance at the last day of
such calendar month.


 


“Dilution Ratio” means the ratio (expressed as
a percentage and rounded to the nearest 1/100th of 1%, with 5/1000th of 1%
rounded upward), computed as of the last day of each calendar month by
dividing: (a) the aggregate amount of payments made or owed by the Seller
pursuant to Section 1.4(e)(i) of this Agreement during such
calendar month by (b) the aggregate credit sales made by all the
Originators during the calendar month that is one month prior to such calendar
month.


 


“Dilution Reserve” means, on any day, an amount
equal to: (a) the Aggregate Capital at the close of business of the
Servicer on such day multiplied  by (b) (i) the Dilution
Reserve Percentage on such day, divided by (ii) 100% minus the
Dilution Reserve Percentage on such day.


 


“Dilution Reserve Percentage” means on any
date, the product of (a) the Dilution Horizon multiplied by (b) the
sum of (i) 2 times the Twelve-Month Average Dilution Ratio and (ii) the
Dilution Spike Factor.


 


“Dilution Spike Factor” means, for any calendar
month, the product of a) the positive difference, if any, between:  (i) the highest Dilution Ratio for any
calendar month during the twelve most recent calendar months and (ii) the
Twelve-Month Average Dilution Ratio for such twelve months and (b) (i) the
highest Dilution Ratio for any calendar month during the twelve most recent
calendar months, divided by (ii) the Twelve-Month Average Dilution Ratio
for such twelve months.


 


I-6

















 


“Discount” means with respect to any Purchaser:


 


(a)                                  for
any Portion of Capital for any Yield Period with respect to any Purchaser to
the extent such Portion of Capital will be funded by such Purchaser during such
Yield Period through the issuance of Notes:


 


CPR x C x ED/360 + YPF


 


(b)                                 for
any Portion of Capital for any Yield Period with respect to any Purchaser to
the extent such Portion of Capital will not be funded by such Purchaser during
such Yield Period through the issuance of Notes:


 


AR x C x ED/Year + YPF


 


where:


 


AR                              =              the
Alternate Rate for such Portion of Capital for such Yield Period with respect
to such Purchaser,


 


C                                        =              the
Capital with respect to such Portion of Capital during such Yield Period with
respect to such Purchaser,


 


CPR                         =              the
CP Rate for the Portion of Capital for such Yield Period with respect to such
Purchaser,


 


ED                                =              the
actual number of days during such Yield Period,


 


Year                        =              if
such Portion of Capital is funded based upon: (i) the Euro-Rate, 360 days,
and (ii) the Base Rate, 365 or 366 days, as applicable, and


 


YPF                          =              the
Yield Protection Fee, if any, for the Portion of Capital for such Yield Period
with respect to such Purchaser;


 


provided, that no provision of this
Agreement shall require the payment or permit the collection of Discount in
excess of the maximum permitted by applicable law; and provided  further,
that Discount for any Portion of Capital shall not be considered paid by any
distribution to the extent that at any time all or a portion of such
distribution is rescinded or must otherwise be returned for any reason.


 


“Eligible Foreign
Obligor” means an Obligor which is organized under the laws of any country
(other than the United States) that has a long-term foreign currency rating of
at least “A” by Standard & Poor’s and “A2” by Moody’s.


 


“Eligible Receivable” means, at any time, a
Pool Receivable:


 


(a)                                  the
Obligor of which (i) is (x) organized under the laws of any State of
the United States or is qualified to do business in any State of the United
States, (y) an 


 


I-7

















 


Eligible
Foreign Obligor or (z) a government or a governmental subdivision or
department, affiliate or agency, (ii) is not subject to any action of the
type described in paragraph (e) of Exhibit V to this
Agreement, and (iii) is not an Affiliate of Triumph or any Affiliate of
any Originator;


 


                                                (b)                                 that
is denominated and payable only in U.S. dollars in the United States, and the
Obligor with respect to which has been instructed in writing by the Servicer,
the Seller, the applicable Originator or the applicable Sub-Servicer, if any,
in accordance with Sections 1(f) and 2(f) of Exhibit IV
to remit Collections in respect thereof to a Lock-Box Account in the United
States,


 


                                                (c)                                  that
does not have a stated maturity which is more than 90 days after the original
invoice date of such Receivable,


 


                                                (d)                                 that
arises under a duly authorized Contract for the sale and delivery of goods and
services in the ordinary course of an Originator’s business,


 


                                                (e)                                  that
arises under a duly authorized Contract that is in full force and effect and
that is a legal, valid and binding obligation of the related Obligor,
enforceable against such Obligor in accordance with its terms,


 


                                                (f)                                    that
conforms in all material respects with all applicable laws, rulings and
regulations in effect and the transfer of
which does not violate any applicable law, rule or regulation in effect,


 


                                                (g)                                 that is not the subject of any default, dispute,
offset, hold back defense, Adverse Claim, litigation or other claim (other
than the Judgment Lien solely in respect of a Receivable originated by Triumph
Composite Systems, Inc.),


 


                                                (h)                                 that
satisfies all applicable requirements of the applicable Credit and Collection
Policy,


 


                                                (i)                                     that
has not been modified, waived or restructured since its creation, except as
permitted pursuant to Section 4.2 of this Agreement,


 


                                                (j)                                     in
which the Seller owns good and marketable title, free and clear of any Adverse
Claims (other than the Judgment Lien
solely in respect of a Receivable originated by Triumph Composite Systems, Inc.),
and that is freely assignable by the Seller (including without any consent of
the related Obligor) and the
representations and warranties with respect to such Receivable set forth in Sections
(3)(a), (b) and (c) of Exhibit III are
true at such time,


 


                                                (k)                                  for
which the Administrator (for the benefit of each Purchaser) shall have a valid
and enforceable undivided percentage ownership or security interest, to the
extent of the Purchased Interest, and a valid and enforceable first-priority
perfected security interest therein and in the Related Security and Collections
with respect thereto, in each case free and clear of any Adverse Claim (other than the Judgment Lien solely in
respect of a Receivable originated by Triumph Composite Systems, Inc.),


 


I-8

















 


                                                (l)                                     that
constitutes an “account” each as defined in the UCC and that is not evidenced
by instruments or chattel paper,


 


                                                (m)                               that
is not a Defaulted Receivable, a Delinquent Receivable or a Designated
Ineligible Receivable,


 


                                                (n)                                 for
which none of the Originator thereof, the Seller or the Servicer has
established any offset arrangements with the related Obligor,


 


                                                (o)                                 for
which Defaulted Receivables of the related Obligor do not exceed 50% of the
Outstanding Balance of all such Obligor’s Receivables,


 


                                                (p)                                 that
represents amounts that are earned and payable by the Obligor that are not
subject to the performance of additional services or the delivery of additional
products or goods by the Originator thereof, and


 


                                                (q)                                 that
was created in the United States by an Originator that is organized under the
laws of any State of the United States.


 


“ERISA” means the Employee Retirement Income
Security Act of 1974, as amended from time to time, and any successor statute
of similar import, together with the regulations thereunder, in each case as in
effect from time to time.  References to
sections of ERISA also refer to any successor sections.


 


“ERISA Affiliate” means: (a) any
corporation that is a member of the same controlled group of corporations
(within the meaning of Section 414(b) of the Internal Revenue Code)
as the Seller, any Originator or Triumph, (b) a trade or business (whether
or not incorporated) under common control (within the meaning of Section 414(c) of
the Internal Revenue Code) with the Seller, any Originator or Triumph, or (c) a
member of the same affiliated service group (within the meaning of Section 414(m) of
the Internal Revenue Code) as the Seller, any Originator, any corporation
described in clause (a) or any trade or business described in clause (b).


 


“Euro-Rate” means with respect to any Yield
Period, the interest rate per annum determined by the Administrator by dividing
(the resulting quotient rounded upwards, if necessary, to the nearest 1/100th
of 1% per annum) (i) the rate per annum equal to the London interbank
market offered rate for U.S. dollars quoted by the BBA as set forth on page 3750
of the Dow Jones Markets Service (formerly known as Telerate) (or on any
successor or substitute page of such service, or any successor to or
substitute for such service, providing rate quotations comparable to those
currently provided on such page of such service, as determined by the
Administrator from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
or about 11:00 a.m. (London time) on the Business Day which is two (2) Business
Days prior to the first day of such Yield Period for an amount comparable to
the Portion of Capital to be funded at the Alternate Rate determined by
reference to the Euro-Rate during such Yield Period by (ii) a number equal
to 1.00 minus the Euro-Rate Reserve Percentage. 
The Euro-Rate may also be expressed by the following formula:


 


I-9

















 


	
   

  	
  Average of London interbank offered rates quoted by
  BBA

  
	
   

  	
  as shown on Dow Jones Markets Service display page 3750

  
	
   

  	
  or appropriate successor

  
	
  Euro-Rate
  =

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  1.00
  - Euro-Rate Reserve Percentage

  	
   

  



 


where “Euro-Rate Reserve Percentage” means, the
maximum effective percentage in effect on such day as prescribed by the Board
of Governors of the Federal Reserve System (or any successor) for determining
the reserve requirements (including without limitation, supplemental, marginal,
and emergency reserve requirements) with respect to eurocurrency funding
(currently referred to as “Eurocurrency Liabilities”).  The Euro-Rate shall be adjusted with respect
to any Portion of Capital funded at the Alternate Rate determined by reference
to the Euro-Rate that is outstanding on the effective date of any change in the
Euro-Rate Reserve Percentage as of such effective date The applicable Purchaser
Agent shall give prompt notice to the Seller of the Euro-Rate as determined or
adjusted in accordance herewith (which determination shall be conclusive absent
manifest error).


 


“Event of Bankruptcy” means (a) any case,
action or proceeding before any court or other governmental authority relating
to bankruptcy, reorganization, insolvency, liquidation, receivership,
dissolution, winding-up or relief of debtors or (b) any general assignment
for the benefit of creditors of a Person or any composition, marshalling of
assets for creditors of a Person, or other similar arrangement in respect of
its creditors generally or any substantial portion of its creditors; in each of
cases (a) and (b) undertaken under U.S. Federal, state or foreign
law, including the Bankruptcy Code.


 


“Excess Concentration” means, without duplication, the sum of the following amounts:


 


(i)                                     the amount by which the Outstanding Balance of
Eligible Receivables of each Obligor then in the Receivables Pool exceeds an
amount equal to: (a) the Concentration Percentage for such Obligor
multiplied by (b) the aggregate Outstanding Balance of all Eligible
Receivables then in the Receivables Pool;


 


(ii)                                  the amount by which the aggregate Outstanding
Balance of all Eligible Receivables then in the Receivable Pool, the Obligor of
which is an Eligible Foreign Obligor, exceeds 20% of the aggregate Outstanding
Balance of all Eligible Receivables then in the Receivables Pool;


 


(iii)                               the amount by which the aggregate Outstanding Balance of all Eligible
Receivables then in the Receivable Pool, the Obligor of which is an Eligible
Foreign Obligor which resides in the Largest Foreign Country, exceeds 8.5% of
the aggregate Outstanding Balance of all Eligible Receivables then in the
Receivables Pool;


 


(iv)                              the amount by which the aggregate Outstanding
Balance of all Eligible Receivables then in the Receivable Pool, the Obligor of
which is an Eligible Foreign Obligor which resides in any country other than
the Largest Foreign Country, exceeds 3.5% of the aggregate Outstanding Balance
of all Eligible Receivables then in the Receivables Pool;


 


I-10
















 


(v)                                 the amount by which the aggregate Outstanding
Balance of all Eligible Receivables then in the Receivables Pool with stated
maturities which are more than 30 days but less than or equal to 60 days after
the original invoice date of such Receivable exceeds 30% of the aggregate
Outstanding Balance of all Eligible Receivables then in the Receivables Pool;


 


(vi)                              the amount by which the aggregate Outstanding
Balance of all Eligible Receivables then in the Receivables Pool with stated
maturities which are more than 60 days but less than or equal to 90 days after
the original invoice date of such Receivable exceeds 7.5% of the aggregate
Outstanding Balance of all Eligible Receivables then in the Receivables Pool;


 


(vii)                           the amount by which the aggregate Outstanding
Balance of all Eligible Receivables then in the Receivables Pool the Obligor of
which is a Government Entity exceeds 5% of the aggregate Outstanding Balance of
all Eligible Receivables then in the Receivables Pool; and


 


(viii)                        the amount by which the aggregate Outstanding
Balance of all Eligible Receivables then in the Receivables Pool the Obligor of
which is a Canadian resident exceeds 6% of the aggregate Outstanding Balance of
all Eligible Receivables then in the Receivables Pool.


 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended.


 


“Excluded Receivable” means any indebtedness and other obligations
owed to the Seller (as the assignee of the related Originator) or any such
related Originator by, or any right of such Originator to payment from or on
behalf of:


 


(a)  United
Technologies Corp., as the Excluded Receivable Obligor, where Triumph Gear
Systems - Macomb, Inc. is the Originator, which indebtedness is sold to
Citibank, N.A. pursuant to that certain Supplier  Agreement,
dated as of June 16, 2004, between Triumph Gear Systems - Macomb, Inc.
(f/k/a ACR Industries, Inc.) and Citibank, N.A.;


 


(b)  Honeywell
International Inc., as the Excluded Receivable Obligor, where:


 


(i)  Triumph
Gear Systems - Macomb, Inc. is the Originator, which indebtedness is sold
to GE Capital pursuant to that certain Purchase Agreement, dated September 29,
1995 (as amended on December 11, 2006), between Triumph Gear Systems -
Macomb, Inc. and GE Capital;


 


(ii)  Triumph
Engineered Solutions, Inc. is the Originator, which indebtedness is sold
to GE Capital pursuant to that certain Purchase Agreement, dated January 25,
1999, between Triumph Engineered Solutions, Inc. and GE Capital; or


 


(iii)  Triumph
Thermal Systems, Inc. is the Originator, which indebtedness is sold to GE
Capital pursuant to that certain Purchase Agreement, dated April 11, 2007,
between Triumph Thermal Systems, Inc. and GE Capital,


 


I-11

















 


(c)  United
Technologies Corp. or Sikorsky Aircraft Corporation, as the Excluded Receivable
Obligor, where Triumph Fabrications - Hot Springs, Inc. is the Originator,
which indebtedness is sold to Citibank, N.A. pursuant Supplier Member Agreement, dated as of January 23,
2004, among Triumph Fabrications - Hot Springs, Inc., Citibank, N.A. and
Orbian Corp.; or


 


(d)  General
Electric Company, its divisions, business units and/or affiliates (each, a “GE
Business”), as the Excluded Receivable Obligor(s), where Triumph Gear
Systems - Macomb, Inc. is the Originator, which indebtedness is sold to GE
Capital pursuant to each of the purchase orders and purchase requests made from
time to time by any GE Business, by Triumph Gear Systems - Macomb, Inc.
for the benefit of GE Capital;


 


in each case whether constituting an account,
chattel paper, payment intangible, instrument or general intangible, in each
instance arising in connection with the sale of goods or the rendering of
services, and includes, without limitation, the obligation to pay any finance
charges, fees and other charges with respect thereto.


 


“Excluded
Receivable Obligor” means, with respect to any Excluded Receivable, the
Person obligated to make payments relating to such Excluded Receivable.


 


“Exiting Purchaser” has the meaning set forth
in Section 1.4(b)(ii) of this Agreement.


 


“Facility Termination Date” means, the earliest
to occur of: (a) August 7, 2013, (b) the date determined
pursuant to Section 2.2 of this Agreement, (c) the date which
is 60 days after the date on which the Administrator and each Purchaser Agent
has received written notice from the Seller of its election to terminate the
Purchase Facility and (d) the Seller shall
fail to cause the amendment or modification of any Transaction Document or
related opinion as required by Moody’s or Standard and Poor’s, and such failure
shall continue for 30 days  after
such amendment or modification is initially requested.


 


“Federal Funds Rate” means, for any day, the
per annum rate set forth in the weekly statistical release designated as
H.15(519), or any successor publication, published by the Federal Reserve Board
(including any such successor, “H.15(519)”) for such day opposite the caption “Federal
Funds (Effective).”  If on any relevant
day such rate is not yet published in H.15(519), the rate for such day will be
the rate set forth in the daily statistical release designated as the Composite
3:30 p.m.  Quotations for U.S.
Government Securities, or any successor publication, published by the Federal
Reserve Bank of New York (including any such successor, the “Composite 3:30 p.m.
Quotations”) for such day under the caption “Federal Funds Effective Rate.”  If on any relevant day the appropriate rate
is not yet published in either H.15(519) or the Composite 3:30 p.m.  Quotations, the rate for such day will be the
arithmetic mean as determined by the Administrator of the rates for the last
transaction in overnight Federal funds arranged before 9:00 a.m. (New York
City time) on that day by each of three leading brokers of Federal funds
transactions in New York City selected by the Administrator.


 


“Federal Reserve Board” means the Board of
Governors of the Federal Reserve System, or any entity succeeding to any of its
principal functions.


 


“Fee Letters” has the meaning set forth in Section 1.5
of this Agreement.


 


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“Fees” means the fees payable by the Seller to
each member of each Purchaser Group pursuant to the applicable Purchaser Group
Fee Letter.


 


“FIN 46 and Subsequent Statements and
Interpretations” has the meaning set forth in Section 1.7 of
this Agreement.


 


“GAAP” means the generally accepted accounting
principles and practices in the United States, consistently applied.


 


“GE Capital” means
General Electric Capital Corporation.


 


“Governmental Authority” means any nation or
government, any state or other political subdivision thereof, any central bank
(or similar monetary or regulatory authority) thereof, any body or entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government, including any court, and any Person
owned or controlled, through stock or capital ownership or otherwise, by any of
the foregoing.


 


“Governmental Entity” means a federal agency,
branch, or other governmental entity or authority of the United States or a
state agency, branch, or governmental entity or authority of any state in the
United States.


 


“Group A Obligor” means
any Obligor with a short-term rating of at least: (a) “A-1” by Standard &
Poor’s, or if such Obligor does not have a short-term rating from Standard &
Poor’s, a rating of “A+” or better by Standard & Poor’s on its
long-term senior unsecured and uncredit-enhanced debt securities, and (b) “P1”
by Moody’s, or if such Obligor does not have a short-term rating from Moody’s, “Al”
or better by Moody’s on its long-term senior unsecured and uncredit-enhanced
debt securities.


 


“Group B Obligor” means any Obligor, other than a Group A Obligor,
with a short-term rating of at least: (a) “A-2” by Standard &
Poor’s, or if such Obligor does not have a short-term rating from Standard &
Poor’s, a rating of “BBB” to “A” by Standard & Poor’s on its long-term
senior unsecured and uncredit-enhanced debt securities, and (b) “P2”
by Moody’s, or if such Obligor does not have a short-term rating from Moody’s, “Baa2”
to “A2” by Moody’s on its long-term senior unsecured and uncredit-enhanced debt
securities.


 


“Group C Obligor” means any Obligor, other than a Group A Obligor
or a Group B Obligor, with a short-term rating of at least: (a) “A-3” by
Standard & Poor’s, or if such Obligor does not have a short-term
rating from Standard & Poor’s, a rating of “BBB-” by Standard &
Poor’s on its long-term senior unsecured and uncredit-enhanced debt securities,
and (b) “P3” by Moody’s, or if such Obligor does not have a
short-term rating from Moody’s, “Baa3” by Moody’s on its long-term senior
unsecured and uncredit-enhanced debt securities.


 


“Group D Obligor” means any Obligor that is not a Group A Obligor,
a Group B Obligor, a Group C Obligor or a Special Obligor.


 


“Group Commitment” means with respect to any
Purchaser Group the aggregate of the Commitments of each Purchaser within such
Purchaser Group.


 


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“Group Capital” means with respect to any
Purchaser Group, an amount equal to the aggregate of all Capital of the
Purchasers within such Purchaser Group.


 


“Indemnified Amounts” has the meaning set forth
in Section 3.1 of this Agreement.


 


“Indemnified Party” has the meaning set forth
in Section 3.1 of this Agreement.


 


“Indemnified Taxes” has the meaning set forth
in Section 1.10 of this Agreement.


 


“Independent Director” has the meaning set
forth in Section 3(c) of Exhibit IV to this
Agreement.


 


“Information Package” means each report, in
substantially the form of Annex A to this Agreement, furnished by or on
behalf of the Servicer to the Administrator and each Purchaser Agent pursuant
to this Agreement.


 


“Insolvency Proceeding” means: (a) any
case, action or proceeding before any court or other Governmental Authority
relating to bankruptcy, reorganization, insolvency, liquidation, receivership,
dissolution, winding-up or relief of debtors, or (b) any general
assignment for the benefit of creditors, composition, marshaling of assets for
creditors, or other similar arrangement in respect of its creditors generally
or any substantial portion of its creditors, in each case undertaken under U.S.
Federal, state or foreign law, including the Bankruptcy Code.


 


“Internal Revenue Code” means the Internal
Revenue Code of 1986, as amended from time to time, and any successor statute
of similar import, together with the regulations thereunder, in each case as in
effect from time to time.  References to
sections of the Internal Revenue Code also refer to any successor sections.


 


“Judgment Lien” means
that certain judgment lien against Triumph Composite Systems, Inc.
in favor of Charlotte G. Reves referencing case # 08-9-04293-6, dated May 20,
2008, which is on file in Spokane County, Washington, so long as the aggregate
liability with respect to such judgment (including attorney’s fees of the
plaintiff) does not exceed $250,000.


 


“Largest Foreign Country”
means, on any date of determination, the country where Eligible Foreign
Obligors reside with the largest aggregate Outstanding Balance of Eligible
Receivables; provided, however, that such country shall be The United Kingdom
or Germany.


 


“Liquidity Agent” means each of the banks
acting as agent for the various Liquidity Providers under each Liquidity
Agreement.


 


“Liquidity Agreement” means any agreement
entered into in connection with this Agreement pursuant to which a Liquidity
Provider agrees to make purchases or advances to, or purchase assets from, any
Conduit Purchaser in order to provide liquidity for such Conduit Purchaser’s
Purchases.


 


“Liquidity Provider” means each bank or other
financial institution that provides liquidity support to any Conduit Purchaser
pursuant to the terms of a Liquidity Agreement.


 


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“Lock-Box Account” means each account and post
office box listed on Schedule II to this Agreement and maintained at a
bank, postal institution or other financial institution acting as a Lock-Box
Bank pursuant to a Lock-Box Agreement for the purpose of receiving Collections.


 


“Lock-Box Agreement” means an agreement, among
the Seller, the Servicer, the Administrator and a Lock-Box Bank, governing the
terms of the related Lock-Box Accounts.


 


“Lock-Box Bank” means any of the banks, postal
institutions or other financial institutions holding one or more Lock-Box
Accounts.


 


“Loss Reserve” means, on any date, an amount
equal to: (a) the Aggregate Capital at the close of business of the
Servicer on such date multiplied by (b)(i) the Loss Reserve Percentage on
such date divided by (ii) 1, minus the Loss Reserve Percentage on such
date.


 


“Loss Reserve Percentage” means, on any date, (i) the product of (A) 2
times the highest average of the Default Ratios for any three consecutive
calendar months during the twelve most recent calendar months multiplied by (B) the
sum of (X) the aggregate credit
sales made by all Originators during the five most recent calendar months, and
(Y) the Weighted Average Credit
Percentage, multiplied by the aggregate credit sales made by all Originators during
the sixth most recent calendar month, divided by (ii) the Net Receivables
Pool Balance as of such date.


 


“Majority Purchaser Agents” means, at any time,
the Purchaser Agents which in their related Purchaser Group have Related
Committed Purchasers whose Commitments aggregate more than 50% of the aggregate
of the Commitments of all Related Committed Purchasers in all Purchaser Groups;
provided, however, that so long as any one Related Committed
Purchaser’s Commitment is greater than 50% of the aggregate Commitments and
there is more than one Purchaser Group, then “Majority Purchaser Agents” shall
mean a minimum of two Purchaser Agents which in their related Purchaser Group
have Related Committed Purchasers whose Commitments aggregate more than 50% of
the aggregate Commitment of all Related Committed Purchasers in all Purchaser
Groups.


 


“Material Adverse Effect” means, relative to
any Person with respect to any event or circumstance, a material adverse effect
on:


 


(a)                                  the
assets, operations, business or financial condition of such Person,


 


(b)                                 the
ability of any of such Person to perform its obligations under this Agreement
or any other Transaction Document to which it is a party,


 


(c)                                  the
validity or enforceability of any of the Transaction Documents, or the
validity, enforceability or collectibility of the Pool Receivables, or


 


(d)                                 the
status, perfection, enforceability or priority of the Administrator’s, any
Purchaser’s or the Seller’s interest in the Pool Assets.


 


“Modification” has the meaning set forth in Section 4.2(a) of
this Agreement.


 


“Moody’s” means Moody’s Investors Service, Inc.


 


I-15

















 


“Multiemployer Plan” means a “multiemployer
plan” as defined in Section 4001(a)(3) of ERISA.


 


“Net Receivables Pool Balance” means, at any
time: (a) the Outstanding Balance of Eligible Receivables then in the
Receivables Pool minus (b) the Excess Concentration.


 


“Notes” means short-term promissory notes
issued, or to be issued, by any Conduit Purchaser to fund its investments in
accounts receivable or other financial assets.


 


“Obligor” means, with respect to any
Receivable, the Person obligated to make payments pursuant to the Contract
relating to such Receivable.


 


“Originator” means each Person from time to
time party to the Sale Agreement as an Originator.


 


“Other Taxes” means any and all present or
future stamp or documentary taxes or any other excise or property taxes,
charges or similar levies arising from any payment made hereunder or from the
execution, delivery or enforcement of, or otherwise with respect to, this
Agreement or any other Transaction Document.


 


“Outstanding Balance” of any Receivable at any
time means the then outstanding principal balance thereof.


 


“Participant” has the meaning set forth in Section 6.3(b) of
this Agreement.


 


“Paydown Notice” has the meaning set forth in Section 1.4(f) of
this Agreement.


 


“Performance Guaranty” means the Performance
Guaranty, dated as of the date hereof, by Triumph, as performance guarantor, in
favor of the Administrator for the benefit of the Purchasers and Purchaser
Agents, as the same may be amended, restated, supplemented or otherwise
modified from time to time.


 


“Person” means an individual, partnership,
corporation (including a business trust), joint stock company, trust,
unincorporated association, joint venture, limited liability company or other
entity, or a government or any political subdivision or agency thereof.


 


“PNC” means PNC Bank, National Association.


 


“Pool Assets” has the meaning set forth in Section 1.2(d) of
this Agreement.


 


“Pool Receivable” means a Receivable in the
Receivables Pool.


 


“Portion of Capital” means, with respect to any
Purchaser and its related Capital, the portion of such Capital being funded or
maintained by such Purchaser by reference to a particular interest rate basis.


 


“Program Support Agreement” means and includes
any Liquidity Agreement and any other agreement entered into by any Program
Support Provider providing for: (a) the issuance of 


 


I-16

















 


one or more letters of credit for the account of any
Conduit Purchaser, (b) the issuance of one or more surety bonds for which
the such Conduit Purchaser is obligated to reimburse the applicable Program
Support Provider for any drawings thereunder, (c) the sale by such Conduit
Purchaser to any Program Support Provider of the Purchased Interest (or
portions thereof) maintained by such Conduit Purchaser and/or (d) the
making of loans and/or other extensions of credit to any Conduit Purchaser in
connection with such Conduit Purchaser’s securitization program contemplated in
this Agreement, together with any letter of credit, surety bond or other
instrument issued thereunder.


 


“Program Support Provider” means and includes
with respect to each Conduit Purchaser any Liquidity Provider and any other
Person (other than any customer of such Conduit Purchaser) now or hereafter
extending credit or having a commitment to extend credit to or for the account
of, or to make purchases from, such Conduit Purchaser pursuant to any Program
Support Agreement.


 


“Purchase” has the meaning set forth in Section 1.1(a) of
this Agreement.


 


“Purchase and Sale Indemnified Amounts” has the
meaning set forth in Section 9.1 of the Sale Agreement.


 


“Purchase and Sale Indemnified Party” has the
meaning set forth in Section 9.1 of the Sale Agreement.


 


“Purchase and Sale Termination Date” has the
meaning set forth in Section 1.4 of the Sale Agreement.


 


“Purchase and Sale Termination Event” has the
meaning set forth in Section 8.1 of the Sale Agreement.


 


“Purchase Date” means the date of which a
Purchase or a reinvestment is made pursuant to this Agreement.


 


“Purchase Facility” has the meaning set forth
in Section 1.1 of the Sale Agreement.


 


“Purchase Limit” means $125,000,000, as such
amount may be reduced pursuant to Section 1.1(b) of this
Agreement or otherwise in connection with any Exiting Purchaser.  References to the unused portion of the
Purchase Limit shall mean, at any time, the Purchase Limit minus the then
outstanding Aggregate Capital.


 


“Purchase Notice” has the meaning set forth in Section 1.2(a) to
this Agreement.


 


“Purchase Price” has the meaning set forth in Section 2.2
of the Sale Agreement.


 


“Purchased Interest” means, at any time, the
undivided percentage ownership interest in: (a) each and every Pool
Receivable now existing or hereafter arising, (b) all Related Security
with respect to such Pool Receivables and (c) all Collections with respect
to, and other proceeds of, such Pool Receivables and Related Security.  Such undivided percentage interest shall be
computed as:


 


I-17

















 


Aggregate Capital + Total Reserves

Net Receivables Pool Balance


 


The Purchased Interest shall be determined from time
to time pursuant to Section 1.3 of this Agreement.


 


“Purchaser” means each Conduit Purchaser and/or
each Related Committed Purchaser, as applicable.


 


“Purchaser Agent” means each Person acting as
agent on behalf of a Purchaser Group and designated as a Purchaser Agent for
such Purchaser Group on the signature pages to this Agreement or any other
Person who becomes a party to this Agreement as a Purchaser Agent pursuant to
an Assumption Agreement or a Transfer Supplement.


 


“Purchaser Group” means, for each Conduit
Purchaser, such Conduit Purchaser, its Related Committed Purchasers (if any)
and its related Purchaser Agent.


 


“Purchaser Group Fee Letter” has the meaning
set forth in Section 1.5 of this Agreement.


 


“Purchaser Termination Date” means, with
respect to any Purchaser, the earlier to occur of: (a) the Facility
Termination Date and (b) the then current scheduled expiration of the
commitments of the applicable Liquidity Provider for the Conduit Purchaser that
is a member of such Purchaser’s Purchaser Group under the related Liquidity
Agreement (such date as extended as described hereafter in the proviso to this
clause (b), the “Extended Date”), provided, that if the
commitments of the applicable Liquidity Provider for the Conduit Purchaser that
is a member of such Purchaser’s Purchaser Group are extended under the related
Liquidity Agreement, such date shall be automatically extended on the then
current Extended Date for an additional period of not more than 364 days, which
date the Seller shall be notified of by the related Purchaser Agent.


 


“Purchasers’ Share” of any amount, at any time,
means such amount multiplied by the Purchased Interest at such time.


 


“Purchasing Related Committed Purchaser” has
the meaning set forth in Section 6.3(c) of this Agreement.


 


“Ratable Share” means, for each Purchaser
Group, such Purchaser Group’s aggregate Commitments divided by the aggregate
Commitments of all Purchaser Groups.


 


“Rating Agency” means each of Standard &
Poor’s and Moody’s.


 


“Rating Agency Condition” means, when
applicable, with respect to any material event or occurrence, receipt by the
Administrator (or the applicable Purchaser Agent) of written confirmation from
each of Standard & Poor’s and Moody’s (and/or each other rating agency
then rating the Notes of the applicable Conduit Purchaser) that such event or
occurrence shall not cause the rating on the then outstanding Notes of any
applicable Purchaser to be downgraded or withdrawn.


 


I-18

















 


“Receivable” means any indebtedness and other
obligations owed to any Originator, Triumph or the Seller or any right of the
Seller, Triumph or any Originator to payment from or on behalf of an Obligor,
whether constituting an account, chattel paper, payment intangible, instrument
or general intangible, in each instance arising in connection with the sale of
goods or the rendering of services, and includes, without limitation, the
obligation to pay any finance charges, fees and other charges with respect
thereto.  Excluded Receivables shall not constitute Receivables.  Indebtedness and other obligations
arising from any one transaction, including, without limitation, indebtedness
and other obligations represented by an individual invoice or agreement, shall
constitute a Receivable separate from a Receivable consisting of the
indebtedness and other obligations arising from any other transaction.


 


“Receivables Pool” means, at any time, all of
the then outstanding Receivables purchased by the Seller pursuant to the Sale
Agreement prior to the Facility Termination Date.


 


“Related Committed Purchaser” means each Person
listed as such (and its respective Commitment) for each Conduit Purchaser as
set forth on the signature pages of this Agreement or in any Assumption
Agreement or Transfer Supplement.


 


“Related Rights” has the meaning set forth in Section 1.1
of the Sale Agreement.


 


“Related
Security” means, with respect to any Receivable:


 


(a)                                  all
of the Seller’s, the applicable Originator’s and Triumph’s interest in any
goods (including returned goods), and documentation of title evidencing the
shipment or storage of any goods (including returned goods), the sale of which
gave rise to such Receivable,


 


(b)                                 all
instruments and chattel paper that may evidence such Receivable,


 


(c)                                  all
other security interests or liens and property subject thereto from time to
time purporting to secure payment of such Receivable, whether pursuant to the
Contract related to such Receivable or otherwise, together with all UCC
financing statements or similar filings relating thereto,


 


(d)                                 solely
to the extent applicable to such Receivable, all of the Seller’s, the
applicable Originator’s and Triumph’s rights, interests and claims under the
Contracts relating to such Receivable, and all guaranties, indemnities,
insurance and other agreements (including the related Contract) or arrangements
of whatever character from time to time supporting or securing payment of such
Receivable or otherwise relating to such Receivable, whether pursuant to the
Contract related to such Receivable or otherwise, and


 


(e)                                  all
of the Seller’s rights, interests and claims under the Sale Agreement and the
other Transaction Documents.


 


“Reportable
Event” has the meaning set forth in Section 4043(c) of ERISA.


 


I-19

















 


“Restricted
Payments” has the meaning set forth in Section 1(n) of Exhibit IV
to the Agreement.


 


“Sale Agreement” means the Purchase and Sale
Agreement, dated as of the date hereof, among the Seller, the Originators and
Triumph, as Servicer, as the same may be amended, amended and restated,
supplemented or otherwise modified from time to time.


 


“Seller” has the meaning set forth in the
preamble to this Agreement.


 


“Seller’s Share” of any amount means the
greater of: (a) $0 and (b) such amount minus the product of (i) such
amount multiplied by (ii) the Purchased Interest.


 


“Servicer” has the meaning set forth in the
preamble to this Agreement.


 


“Servicing Fee” shall mean the fee referred to
in Section 4.6 of this Agreement.


 


“Servicing Fee Rate” shall have the meaning set
forth in Section 4.6 of this Agreement.


 


“Settlement Date” means the 24th day
of each calendar month (or if such day is not a Business Day, the next
occurring Business Day) provided, however, that on and after the
occurrence and during the continuation of any Termination Event, the Settlement
Date shall be the date selected as such by the Administrator from time to time
(it being understood that the Administrator may select such Settlement
Date to occur as frequently as daily or, in the absence of any such selection,
the date which would be the Settlement Date pursuant to this definition).


 


“Special Obligor” means The Boeing Company or
any Affiliate thereof, only for so long as (i) The Boeing Company
maintains a short-term rating of at least “A-1” from Standard & Poor’s
and “P-1” by Moody’s and (ii) less than 50% of the aggregate Outstanding
Balance of all Receivables the Obligor of which is The Boeing Company or any
Affiliate thereof, constitute Defaulted Receivables (it being understood and agreed
that if at any time the conditions set forth in both clauses (i) and
(ii) above are not satisfied, each such Person shall no longer be a
Special Obligor).


 


“Standard & Poor’s” means Standard &
Poor’s, a division of The McGraw-Hill Companies, Inc.


 


“Sub-Servicer” has the meaning set forth in Section 4.1(d) of
this Agreement.


 


“Subsidiary” means, as to any Person, a
corporation, partnership, limited liability company or other entity of which
shares of stock of each class or other interests having ordinary voting power
(other than stock or other interests having such power only by reason of the
happening of a contingency) to elect a majority of the board of directors or
other managers of such entity are at the time owned, or management of which is
otherwise controlled: (a) by such Person, (b) by one or more
Subsidiaries of such Person or (c) by such Person and one or more
Subsidiaries of such Person.


 


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“Tangible Net Worth” means, with respect to any
Person, (i) the total assets of such Person, minus (ii) the total
liabilities of such Person, minus (iii) the intangible assets of such
Person, each as determined in accordance with GAAP.


 


“Taxes” means, with respect to any Person, any
and all present or future taxes, charges, fees, levies or other assessments
(including income, gross receipts, profits, withholding, excise, property,
sales, use, license, occupation and franchise taxes and including any related
interest, penalties or other additions) imposed by any jurisdiction or taxing
authority (whether foreign or domestic) under the laws of which such Person is
organized.


 


“Termination Day” means: (a) each day on
which the conditions set forth in Section 2 of Exhibit II
to this Agreement are not satisfied or (b) each day that occurs on or
after the Facility Termination Date.


 


“Termination Event” has the meaning specified
in Exhibit V to this Agreement.


 


“Total Reserves” means, at
any time the greater of (a) the sum of (i) the Dilution Reserve, (ii) the
Loss Reserve and (iii) the Yield Reserve and (b) the sum of (i) the
Concentration Reserve and (ii) the Dilution Component Reserve.


 


“Transaction Documents” means this Agreement,
the Lock-Box Agreements, each Purchaser Group Fee Letter, the Sale Agreement,
the Performance Guaranty and all other certificates, instruments, reports,
notices, agreements and documents executed or delivered under or in connection
with this Agreement, in each case as the same may be amended, amended and
restated, supplemented or otherwise modified from time to time in accordance
with the terms thereof.


 


“Transfer Supplement” has the meaning set forth
in Section 6.3(c) of this Agreement.


 


“Triumph” has the meaning set forth in the
preamble to this Agreement.


 


“Twelve-Month Average Dilution Ratio” means, as
of any date, the arithmetic average of the Dilution Ratios for the twelve most
recent calendar months.


 


“UCC” means the Uniform Commercial Code as from
time to time in effect in the applicable jurisdiction.


 


“United States” means the United States of
America.


 


“Unmatured Termination Event” means an event
that, with the giving of notice or lapse of time, or both, would constitute a
Termination Event.


 


“Weighted Average Credit Percentage”  means, on any date of determination, the
greater of (a) 0% and (b) the percentage determined pursuant to the
following formula:


 


100% x 
WACT – 30


                                                30


 


I-21

















 


where:


 


WACT = the Weighted Average Credit Terms as of the
most recent calendar month.


 


“Weighted Average Credit Terms” means, for any
calendar month, the weighted average of the stated maturities of all
Receivables in the Receivable Pool during such calendar month (excluding
Delinquent Receivables and Receivables with stated maturities greater than 90
days).


 


“Yield Period” means (a) with respect to
any Portion of Capital funded by the issuance of Notes, (i) initially the
period commencing on (and including) the date of the initial Purchase or
funding of such Portion of Capital and ending on (but not including) the next
occurring Settlement Date, and (ii) thereafter, each period commencing on
(and including) the first day after the last day of the immediately preceding
Yield Period for such Portion of Capital and ending on (but not including) the
next occurring Settlement Date; and (b) with respect to any Portion of
Capital not funded by the issuance of Notes, (i) initially the period
commencing on (and including) the date of the initial Purchase or funding of
such Portion of Capital and ending such number of days later (including a
period of one day) as the Administrator shall select, and (ii) thereafter,
each period commencing on the last day of the immediately preceding Yield
Period for such Portion of Capital and ending such number of days later
(including a period of one day) as the Seller shall select; provided,
that


 


(i)                                     any
Yield Period (other than of one day) which would otherwise end on a day which
is not a Business Day shall be extended to the next succeeding Business Day;
provided, however, if Discount in respect of such Yield Period is computed by
reference to the Euro-Rate, and such Yield Period would otherwise end on a day
which is not a Business Day, and there is no subsequent Business Day in the
same calendar month as such day, such Yield Period shall end on the next
preceding Business Day;


 


(ii)                                  in
the case of any Yield Period of one day, (A) if such Yield Period is the
initial Yield Period for a Purchase hereunder (other than a reinvestment), such
Yield Period shall be the day of such Purchase; (B) any subsequently
occurring Yield Period which is one day shall, if the immediately preceding
Yield Period is more than one day, be the last day of such immediately
preceding Yield Period, and, if the immediately preceding Yield Period is one
day, be the day next following such immediately preceding Yield Period; and (C) if
such Yield Period occurs on a day immediately preceding a day which is not a
Business Day, such Yield Period shall be extended to the next succeeding
Business Day; and


 


(iii)                               in
the case of any Yield Period for any Portion of Capital which commences before
the Facility Termination Date and would otherwise end on a date occurring after
the Facility Termination Date, such Yield Period shall end on such Facility
Termination Date and the duration of each Yield Period which commences on or
after the Facility Termination Date shall be of such duration as shall be
selected by the Administrator.


 


“Yield Protection Fee” means, for any Yield
Period, with respect to any Portion of Capital, to the extent that (i) any
payments are made by the Seller to the related Purchaser in 


 


I-22

















 


respect of such Capital hereunder prior to the
applicable maturity date of any Notes or other instruments or obligations used
or incurred by such Purchaser to fund or maintain such Portion of Capital or (ii) any
failure by the Seller to borrow, continue or prepay any Portion of Capital on
the date specified in any Purchase Notice delivered pursuant to Section 1.2
of this Agreement occurs, the amount, if any, by which: (a) the additional
Discount related to such Portion of Capital that would have accrued through the
maturity date of such Notes or other instruments on the portion thereof for
which payments were received from the Seller (or with respect to which the
Seller failed to borrow such amounts), exceeds (b) the income, if any,
received by such Purchaser from investing the proceeds so received in respect
of such Portion of Capital, as determined by the applicable Purchaser Agent,
which determination shall be binding and conclusive for all purposes, absent
manifest error.


 


“Yield Reserve” means, at any time the sum of (a) all
accrued and unpaid Discount at such time, plus (b) the following amount:


 


{(BR + SFR) x
1.5(DSO) x Aggregate Capital}


       360


 


where:


 


BR                                =                                         the
Base Rate in effect at such time,


 


DSO                       =                                         the
Days’ Sales Outstanding, and


 


SFR                          =                                         Servicing
Fee Rate.


 


Other Terms.  All accounting terms not specifically defined
herein shall be construed in accordance with GAAP.  All terms used in Article 9 of the UCC
in the State of New York, and not specifically defined herein, are used herein
as defined in such Article 9. 
Unless the context otherwise requires, “or” means “and/or,” and “including”
(and with correlative meaning “include” and “includes”) means including without
limiting the generality of any description preceding such term.


 


I-23
















 


EXHIBIT II


 


CONDITIONS OF PURCHASES


 


1.                                       Conditions
Precedent to Initial Purchase.  The
initial Purchase under this Agreement is subject to the following conditions
precedent that the Administrator and each Purchaser Agent shall have received
on or before the date of such Purchase, each in form and substance (including
the date thereof) satisfactory to the Administrator and each Purchaser Agent:


 


(a)                                  A
counterpart of this Agreement and the other Transaction Documents executed by
the parties thereto.


 


(b)                                 Certified
copies of: (i) the resolutions of the board of directors of each of the
Seller, the Originators and the Servicer authorizing the execution, delivery
and performance by the Seller, such Originator and the Servicer, as the case
may be, of this Agreement and the other Transaction Documents to which it is a
party; (ii) all documents evidencing other necessary limited liability
company or corporate action and governmental approvals, if any, with respect to
this Agreement and the other Transaction Documents and (iii) the
organizational documents of the Seller, each Originator and the Servicer.


 


(c)                                  A
certificate of the Secretary or Assistant Secretary of the Seller, the
Originators and the Servicer certifying the names and true signatures of its
officers who are authorized to sign this Agreement and the other Transaction
Documents.  Until the Administrator and
each Purchaser Agent receives a subsequent incumbency certificate from the
Seller, an Originator or the Servicer, as the case may be, the Administrator
and each Purchaser Agent shall be entitled to rely on the last such certificate
delivered to it by the Seller, such Originator or the Servicer, as the case may
be.


 


(d)                                 Acknowledgment
copies, or time stamped receipt copies, of proper financing statements, duly
filed on or before the Closing Date under the UCC of all jurisdictions that the
Administrator may deem necessary or desirable in order to perfect the interests
of the Seller and the Administrator (on behalf of each Purchasers) contemplated
by this Agreement and the Sale Agreement.


 


(e)                                  Acknowledgment
copies, or time-stamped receipt copies, of proper financing statements, if any,
necessary to release all security interests and other rights of any Person in
the Receivables, Contracts or Related Security previously granted by the
Originators or the Seller.


 


(f)                                    Completed
UCC search reports from all applicable jurisdictions, dated on or shortly
before the Closing Date, listing the financing statements filed in all
applicable jurisdictions, that name the Originators or the Seller as debtor,
together with copies of such other financing statements, and similar search
reports with respect to judgment liens, federal tax liens and liens of the
Pension Benefit Guaranty Corporation in such jurisdictions, as the Administrator
may request, showing no Adverse Claims on any Pool Assets (other than (i) those
which have been released as described in the preceding clause (e) and (ii) the
Judgment Lien solely in respect of Receivables originated by Triumph Composite
Systems, Inc.).


 


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(g)                                 Favorable
opinions, addressed to each Rating Agency, the Administrator, each Purchaser,
each Purchaser Agent and each Liquidity Provider in form and substance
satisfactory to the Administrator and each Purchaser Agent, of Ballard Spahr
Andrews & Ingersoll, LLP, Friday, Eldridge & Clark, LLP,
Miller, Canfield, Paddock and Stone, P.L.C., Stinson Morrison Hecker LLP and
in-house counsel to Triumph, counsel for Seller, certain Originators and the
Servicer, covering such matters as the Administrator may reasonably request,
including, without limitation, organizational and enforceability matters and
certain bankruptcy matters, and certain UCC perfection and priority matters.


 


(h)                                 Satisfactory
results of a review, field examination and audit (performed by representatives
of the Administrator) of the Servicer’s collection, operating and reporting
systems, the Credit and Collection Policy of each Originator, historical
receivables data and accounts, including satisfactory results of a review of
the Servicer’s operating location(s) and satisfactory review and approval
of the Eligible Receivables in existence on the date of the Closing Date.


 


(i)                                     A
pro forma Information Package representing the performance of the Receivables
Pool for the calendar month before closing.


 


(j)                                     Evidence
of payment by the Seller of all accrued and unpaid fees (including those
contemplated by each Purchaser Group Fee Letter), costs and expenses to the
extent then due and payable on the date thereof, including any such costs, fees
and expenses arising under or referenced in Section 6.4 of this
Agreement and the applicable Purchaser Group Fee Letters.


 


(k)                                  Good
standing certificates with respect to each of the Seller, the Originators and
the Servicer issued by the Secretary of State (or similar official) of the
state of each such Person’s organization.


 


(l)                                     A
computer file containing all information with respect to the Receivables as the
Administrator or any Purchaser Agent may request.


 


(m)                               To
the extent required by each Conduit Purchaser’s commercial paper program,
letters from each of the rating agencies then rating the Notes confirming the
rating of such Notes after giving effect to the transaction contemplated by
this Agreement.


 


(n)                                 Such
other approvals, opinions, agreements, instruments or documents as the
Administrator or any Purchaser Agent may request.


 


2.                                       Conditions
Precedent to All Purchases and Reinvestments.  Each Purchase (including the initial
Purchase) and each reinvestment shall be subject to the further conditions
precedent that:


 


(a)                                  in
the case of each Purchase, the Servicer shall have delivered to the
Administrator and each Purchaser Agent on or before such Purchase, in form and
substance satisfactory to the Administrator and each Purchaser Agent, the most
recent Information Package to reflect the level of the Aggregate Capital and
related reserves after such Purchase; and


 


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(b)                                 on
the date of such Purchase or reinvestment the following statements shall be
true (and acceptance of the proceeds of such Purchase or reinvestment shall be
deemed a representation and warranty by the Seller that such statements are
then true):


 


(i)                                     the
representations and warranties contained in Exhibit III to this
Agreement are true and correct in all material respects on and as of the date
of such Purchase or reinvestment as though made on and as of such date except
for representations and warranties which apply as to an earlier date (in which
case such representations and warranties shall be true and correct as of such
earlier date);


 


(ii)                                  no
event has occurred and is continuing, or would result from such Purchase, that
constitutes a Termination Event or an Unmatured Termination Event;


 


(iii)                               the
Aggregate Capital, after giving effect to any such Purchase or reinvestment
shall not be greater than the Purchase Limit, and the Purchased Interest shall
not exceed 100%; and


 


(iv)                              the
Facility Termination Date has not occurred.


 


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EXHIBIT III


REPRESENTATIONS AND WARRANTIES


 


1.                                       Representations
and Warranties of the Seller.  The
Seller represents and warrants to the Administrator, each Purchaser Agent and
each Purchaser as of the date of execution of this Agreement that:


 


(a)                                  Existence
and Power.  The Seller is a limited
liability company duly organized, validly existing and in good standing under
the laws of Delaware, and has all organizational power and all governmental
licenses, authorizations, consents and approvals required to carry on its
business in each jurisdiction in which its business is conducted.


 


(b)                                 Company
and Governmental Authorization, Contravention.  The execution, delivery and performance by
the Seller of this Agreement and each other Transaction Document to which it is
a party are within the Seller’s organizational powers, have been duly
authorized by all necessary organizational action, require no action by or in
respect of, or filing with (other than the filing of UCC financing statements
and continuation statements), any governmental body, agency or official, and,
do not contravene, or constitute a default under, any provision of applicable
law or regulation or of the operating agreement of the Seller or of any agreement,
judgment, injunction, order, decree or other instrument binding upon the Seller
or result in the creation or imposition of any lien (other than liens in favor
of the Administrator for the benefit of the Purchasers) on assets of the
Seller.


 


(c)                                  Binding
Effect of Agreement.  This Agreement and each other
Transaction Document to which it is a party constitutes the legal, valid and
binding obligation of the Seller enforceable against the Seller in accordance
with its respective terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors’ rights generally and by general principles of equity,
regardless of whether enforceability is considered in a proceeding in equity or
at law.


 


(d)                                 Accuracy
of Information.  All information
heretofore furnished by the Seller to the Administrator or any Purchaser Agent
pursuant to or in connection with this Agreement or any other Transaction
Document is, and all such information hereafter furnished by the Seller to the
Administrator or any Purchaser Agent in writing pursuant to this Agreement or
any Transaction Document will be, true and accurate in all material respects on
the date such information is stated or certified.


 


(e)                                  Actions,
Suits.  There
are no actions, suits or proceedings pending or, to the best of the Seller’s
knowledge, threatened against or affecting the Seller or its properties, in or
before any court, arbitrator or other body.


 


(f)                                    Accuracy
of Exhibits; Lock-Box Arrangements.  The names and addresses of all the Lock-Box
Banks together with the account numbers of the Lock-Box Accounts at such
Lock-Box Banks, are specified in Schedule II to this Agreement (or at
such other Lock-Box Banks and/or with such other Lock-Box Accounts as have been
notified to the Administrator), and all Lock-Box Accounts are subject to
Lock-Box Agreements.  All information on
each Exhibit, Schedule or Annex to this Agreement or the other Transaction
Documents (as updated by the 


 


III-1

















 


Seller from time to time) is true and complete in all
material respects.  The Seller has
delivered a copy of all Lock-Box Agreements to the Administrator.  The Seller has not granted any interest in
any Lock-Box Account (or any related lock-box or post office box) to any Person
other than the Administrator and, upon delivery to a Lock-Box Bank of the
related Lock-Box Agreement, the Administrator will have control of the Lock-Box
Account at such Lock-Box Bank.


 


(g)                                 No
Material Adverse Effect.  Since the date of formation of
Seller as set forth in its certificate of formation, there has been no Material
Adverse Effect with respect to the Seller.


 


(h)                                 Names
and Location.  The Seller has not
used any company names, trade names or assumed names other than its name set
forth on the signature pages of this Agreement.  The Seller is “located” (as such term is
defined in the applicable UCC) in Delaware. 
The office where the Seller keeps its records concerning the Receivables
is at the address set forth below its signature to this Agreement.


 


(i)                                     Margin
Stock.  The Seller is not engaged in
the business of extending credit for the purpose of purchasing or carrying
margin stock (within the meaning of Regulations T, U and X, as issued by the
Board of Governors of the Federal Reserve System), and no proceeds of any
Purchase will be used to purchase or carry any margin stock or to extend credit
to others for the purpose of purchasing or carrying any margin stock.


 


(j)                                     Eligible
Receivables.  Each Pool Receivable
included as an Eligible Receivable in the calculation of the Net Receivables
Pool Balance is an Eligible Receivable.


 


(k)                                  Credit
and Collection Policy.  The Seller
has complied in all material respects with the Credit and Collection Policy of
each Originator with regard to each Receivable originated by such Originator.


 


(l)                                     Investment
Company Act.  The Seller is not an “investment
company,” or a company “controlled” by an “investment company,” within the
meaning of the Investment Company Act of 1940, as amended.


 


(m)                               Ordinary
Course of Business.  Each remittance
of Collections by or on behalf of the Seller or pursuant to the Transaction
Documents and any related accounts of any amounts owing hereunder in respect of
the Purchases will have been (i) in payment of a debt incurred by the
Seller in the ordinary course of business or financial affairs of the Seller
and (ii) made in the ordinary course of business or financial affairs of
the Seller.


 


(n)                                 Bankruptcy
Opinion.  The statements contained in
Part 1 of the Bankruptcy Opinion are, in each case, true and correct with
respect to itself.


 


2.                                       Representations
and Warranties of the Servicer.  The
Servicer represents and warrants to the Administrator, each Purchaser Agent and
each Purchaser as of the date of execution of this Agreement that:


 


(a)                                  Existence
and Power.  The Servicer is a
corporation duly organized, validly existing and in good standing under the
laws of the State of its organization, and has all company power and all governmental
licenses, authorizations, consents and approvals required to carry on 


 


III-2

















 


its business in each jurisdiction in which its
business is conducted to the extent material to the operating of its business.


 


(b)                                 Company
and Governmental Authorization, Contravention.  The execution, delivery and performance by
the Servicer of this Agreement and each other Transaction Document to which it
is a party are within the Servicer’s organizational powers, have been duly
authorized by all necessary organizational action, require no action by or in
respect of, or filing with, any governmental body, agency or official, and do
not contravene, or constitute a default under, any provision of applicable law
or regulation or of the Certificate of Incorporation or By-Laws of the Servicer
or of any judgment, injunction, order or decree or agreement or other material
instrument binding upon the Servicer or result in the creation or imposition of
any lien on assets of the Servicer or any of its Subsidiaries.


 


(c)                                  Binding
Effect of Agreement.  This Agreement and each other
Transaction Document to which it is a party constitutes the legal, valid and
binding obligation of the Servicer enforceable against the Servicer in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors’ rights generally and by general principles of equity,
regardless of whether enforceability is considered in a proceeding in equity or
at law.


 


(d)                                 Accuracy
of Information.  All information
heretofore furnished by the Servicer to the Administrator or any Purchaser
Agent in writing pursuant to or in connection with this Agreement or any other
Transaction Document is, and all such information hereafter furnished by the
Servicer to the Administrator or any Purchaser Agent in writing pursuant to
this Agreement or any other Transaction Document will be, true and accurate in
all material respects on the date such information is stated or certified.


 


(e)                                  Actions,
Suits.  Except
as set forth in Schedule III, there are
no actions, suits or proceedings pending or, to the best of the Servicer’s
knowledge, threatened against or affecting the Servicer or any of its
Affiliates or their respective properties, in or before any court, arbitrator
or other body, which could reasonably be expected to have a Material Adverse
Effect upon the ability of the Servicer (or such Affiliate) to perform its
obligations under this Agreement or any other Transaction Document to which it
is a party.


 


(f)                                    Credit
and Collection Policy.  The Servicer
and the applicable Originator has complied in all material respects with the
Credit and Collection Policy of such Originator with regard to each Receivable
originated by such Originator.


 


(g)                                 Investment
Company Act.  The Servicer is not an “investment
company,” or a company “controlled” by an “investment company,” within the
meaning of the Investment Company Act of 1940, as amended.


 


(h)                                 Bankruptcy
Opinion.  The statements contained in
Part 1 of the Bankruptcy Opinion are, in each case, true and correct with
respect to itself.


 


3.                                       Representations,
Warranties and Agreements Relating to the Security Interest.  The Seller hereby makes the following
representations, warranties and agreements with respect to the Receivables and
Related Security:


 


III-3

















 


(a)                                  The
Receivables.


 


(i)                                     Creation.  This Agreement creates a valid and continuing
security interest (as defined in the applicable UCC) in the Receivables
included in the Receivables Pool in favor of the Administrator (for the benefit
of the Purchasers), which security interest is prior to all other Adverse
Claims (other than the Judgment Lien
solely in respect of Receivables originated by Triumph Composite Systems, Inc.),
and is enforceable as such as against creditors of and purchasers from the
Seller.


 


(ii)                                  Nature
of Receivables.  The Receivables
included in the Receivables Pool constitute either “accounts” or “general
intangibles” within the meaning of the applicable UCC.


 


(iii)                               Ownership
of Receivables.  The Seller owns and
has good and marketable title to the Receivables included in the Receivables
Pool and Related Security free and clear of any Adverse Claim (other than the Judgment Lien solely in
respect of Receivables originated by Triumph Composite Systems, Inc.).


 


(iv)                              Perfection
and Related Security.  The Seller has
caused (and will cause each Originator to cause), within one day after the Closing
Date, the filing of all appropriate financing statements in the proper filing
office in the appropriate jurisdictions under applicable law in order to
perfect the sale of the Receivables and Related Security from such Originator
to the Seller pursuant to the Sale Agreement, and the sale and security
interest therein from the Seller to the Administrator under this Agreement, to
the extent that such collateral constitutes “accounts” or “general intangibles.”


 


(b)                                 The
Lock-Box Accounts.


 


(i)                                     Nature
of Account.  Each Lock-Box Account
constitutes a “deposit account” within the meaning of the applicable UCC.


 


(ii)                                  Ownership.  The Seller owns and has good and marketable
title to the Lock-Box Accounts free and clear of any Adverse Claim.


 


(iii)                               Perfection.  The Seller has delivered to the Administrator
a fully executed Lock-Box Agreement relating to each Lock-Box Account, pursuant
to which each applicable Lock-Box Bank, respectively, has agreed to comply with
all instructions originated by the Administrator (on behalf of the Purchasers)
directing the disposition of funds in such Lock-Box Account without further
consent by the Seller or the Servicer.


 


(c)                                  Priority.


 


(i)                                     Other
than (A) the transfer of the Receivables to the Seller and the
Administrator under the Sale Agreement and this Agreement, respectively, and/or
(B) the security interest granted to the Seller and the Administrator
pursuant to the Sale Agreement and this Agreement, respectively, neither the
Seller nor any Originator has pledged, assigned, sold, granted a security
interest in, or otherwise conveyed any of the Receivables transferred or
purported to be transferred under the Transaction Documents, 


 


III-4

















 


the Lock-Box
Accounts or any subaccount thereof, except for any such pledge, grant or other
conveyance which has been released or terminated.  Neither the Seller nor
any Originator has authorized the filing of, or is aware of any financing
statements against either the Seller or such Originator that include a
description of Receivables transferred or purported to be transferred under the
Transaction Documents, the Lock-Box Accounts or any subaccount thereof, other
than any financing statement (A) relating to the sale thereof by such
Originator to the Seller under the Sale Agreement, (B) relating to the
security interest granted to the Administrator under this Agreement, or (C) that
has been released or terminated.


 


(ii)                                  There
are no (x) judgment, ERISA or tax lien filings against the Seller, (y) judgment
or ERISA lien filings against the Servicer or any Originator (other than as set
forth on Schedule IV), or (z) tax lien filings against the Servicer or any
Originator.


 


(iii)                               The
Lock-Box Accounts are not in the name of any person other than the Seller or
the Administrator.  Neither the Seller
nor the Servicer has consented to any bank maintaining such account to comply
with instructions of any person other than the Administrator, the Seller or the
Servicer.


 


(d)                                 Survival
of Supplemental Representations.  Notwithstanding any other provision of this
Agreement or any other Transaction Document, the representations contained in
this Section shall be continuing, and remain in full force and effect
until such time as the Purchased Interest and all other obligations under this
Agreement have been finally and fully paid and performed.


 


(e)                                  Servicer
to Maintain Perfection and Priority. 
In order to evidence the interests of the Administrator under this
Agreement, the Servicer shall, from time to time take such action, or execute
and deliver such instruments as may be necessary (including, without
limitation, such actions as are reasonably requested by the Administrator or
any Purchaser Agent) to maintain and perfect, as a first-priority perfected
security interest, the Administrator’s security interest in the Receivables,
Related Security and Collections.  The
Servicer shall, from time to time and within the time limits established by
law, prepare and present to the Administrator for the Administrator’s
authorization and approval, all financing statements, amendments or
continuations, or other filings necessary to continue, maintain and perfect the
Administrator’s security interest as a first-priority interest.  The Administrator’s approval of such filings
shall authorize the Servicer to file such financing statements under the UCC
without the signature of the Seller, any Originator or the Administrator where
allowed by applicable law. 
Notwithstanding anything else in the Transaction Documents to the
contrary, the Servicer shall not have any authority to file a termination,
partial termination, release, partial release, or any amendment that deletes
the name of a debtor or excludes collateral of any such financing statements,
without the prior written consent of the Administrator and each Purchaser
Agent.


 


(g)                                 Collections.  If made in accordance with the terms of this
Agreement, each remittance of Collections by the Seller to the Purchasers
hereunder will have been (i) in payment of a debt incurred by the Seller
in the ordinary course of business or financial affairs of the Seller and (ii) made
in the ordinary course of business or financial affairs of the Seller.


 


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4.                                       Reaffirmation
of Representations and Warranties.  On the date of each Purchase and/or
reinvestment hereunder, and on the date each Information Package or other
report is delivered to the Administrator, any Purchaser Agent or any Purchaser
hereunder, the Seller and the Servicer shall each be deemed to have certified
that (i) all representations and warranties of the Seller and the
Servicer, as applicable, described in this Exhibit III, as from
time to time amended in accordance with the terms hereof, are true and correct
in all material respects on and as of such day as though made on and as of such
day, except for representations and warranties which apply as to an earlier
date (in which case such representations and warranties shall be true and
correct as of such date), (ii) no event has occurred and is continuing, or
would result from such Purchase or reinvestment, that constitutes a Termination
Event or an Unmatured Termination Event.


 


III-6
















 


EXHIBIT IV


 


COVENANTS


 


1.                                       Covenants
of the Seller.  At all times from the
date hereof until the latest of the Facility Termination Date, the date on
which no Capital of or Discount in respect of the Purchased Interest shall be
outstanding, or the date all other amounts owed by the Seller under this
Agreement to any Purchaser, Purchaser Agent, the Administrator and any other
Indemnified Party or Affected Person shall be paid in full:


 


(a)                                  Financial
Reporting.  The Seller will maintain
a system of accounting established and administered in accordance with GAAP as
in effect in the appropriate jurisdiction, and the Seller (or the Servicer on
its behalf) shall furnish to the Administrator and each Purchaser Agent:


 


(i)                                     Annual
Reporting.  Promptly
upon completion and in no event later than 120 days after the close of each
fiscal year of the Seller, annual unaudited financial statements of the Seller
certified by a designated financial or other officer of the Seller.


 


(ii)                                  Information
Packages.  As soon as available and
in any event not later than two Business Days prior to each Settlement Date, an
Information Package as of the most recently completed calendar month.


 


(iii)                               Other
Information.  Such
other information (including non-financial information) as the Administrator
may from time to time reasonably request.


 


(b)                                 Notices.  The Seller will notify the Administrator and
each Purchaser Agent in writing of any of the following events promptly upon
(but in no event later than three Business Days after) a financial or other
officer learning of the occurrence thereof, with such notice describing the
same, and if applicable, the steps being taken by the Person(s) affected
with respect thereto:


 


(i)                                     Notice
of Termination Events or Unmatured Termination Events.  The occurrence of any Termination Event or
Unmatured Termination Event together with a statement of the chief financial
officer or chief accounting officer of the Seller setting forth details of such
Termination Event or such Unmatured Termination Event and any action which the
Seller proposes to take with respect thereto.


 


(ii)                                  Representations
and Warranties.  The failure of any
representation or warranty to be true in any material respect when made or
deemed made with respect to the Receivables included in the Receivables Pool.


 


(iii)                               Litigation.  The institution of any litigation,
arbitration proceeding or governmental proceeding which could have a Material
Adverse Effect with respect to the Seller.


 


(iv)                              Adverse
Claim.  (A) Any
Person shall obtain an Adverse Claim upon the Pool Receivables or Collections
with respect thereto, (B) any Person other than the Seller, the Servicer
or the Administrator shall obtain any rights or direct any action with 


 


IV-1

















 


respect to any
Lock-Box Account (or related lock-box or post office box) or (C) any
Obligor shall receive any change in payment instructions with respect to any
Pool Receivable(s) from a Person other than the Servicer, Triumph, an
Originator or the Administrator.


 


(v)                                 ERISA
and Other Claims.  (A) Upon the
occurrence of a Reportable Event, such that the Seller or any ERISA Affiliate
is required to file a report or notice with the Internal Revenue Service, the
Pension Benefit Guaranty Corporation or the U.S. Department of Labor, that
could result in the imposition of liability on the Seller and/or any such
Affiliate, (B) upon the receipt of notice of a filing of a report or
notice of a Reportable Event from any of the foregoing entities or a
Multiemployer Plan that could result in the imposition of liability on the
Seller and/or any such Affiliate, (C) upon the withdrawal by either the
Seller or any ERISA Affiliate from a Multiemployer Plan in either a complete
withdrawal or a partial withdrawal that results in or is reasonably likely to
result in the imposition of a liability with respect to the Seller and/or any
such Affiliate, or (D) upon the claim of a Multiemployer Plan against the
Seller or any ERISA Affiliate with respect to a failure of Seller or any ERISA
Affiliate to make contributions to such Multiemployer Plan.


 


(c)                                  Conduct
of Business.  The Seller will do all
things necessary to remain duly organized, validly existing and in good
standing as a domestic organization in its jurisdiction of organization and
maintain all requisite authority to conduct its business in each jurisdiction
in which its business is conducted.


 


(d)                                 Compliance
with Laws.  The Seller will comply
with all laws, rules, regulations, orders, writs, judgments, injunctions,
decrees or awards to which it may be subject.


 


(e)                                  Furnishing
of Information and Inspection of Receivables.  The Seller will furnish to the Administrator
and each Purchaser Agent from time to time such information with respect to the
Pool Receivables as the Administrator or such Purchaser Agent may request.  The Seller will, (i) at the Seller’s
expense, at any time and from time to time during regular business hours with
reasonable prior written notice, subject to Section 6.7, permit the
Administrator or any Purchaser Agent, or their respective agents or
representatives, (A) to examine and make copies of and abstracts from all
books and records relating to the Pool Receivables or other Pool Assets and (B) to
visit the offices and properties of the Seller for the purpose of examining
such books and records, and to discuss matters relating to the Pool
Receivables, other Pool Assets or the Seller’s performance hereunder or under
the other Transaction Documents to which it is a party with any of the
officers, directors, employees or independent public accountants of the Seller
(provided that representatives of the Seller are present during such
discussions) having knowledge of such matters and (ii) without limiting
the provisions of clause (i) above, from time to time during
regular business hours, at the Seller’s expense, upon reasonable prior written
notice from the Administrator and the Purchaser Agents, permit certified public
accountants or other auditors acceptable to the Administrator to conduct a
review of its books and records with respect to the Pool Receivables.


 


(f)                                    Payments
on Receivables, Accounts.  The Seller
will, and will cause each Originator to, at all times instruct all Obligors to
deliver payments on the Pool Receivables to a 


 


IV-2

















 


Lock-Box Account. 
If any such payments or other Collections are received by the Seller or
an Originator, it shall hold such payments in trust for the benefit of the
Administrator and the Purchasers and promptly (but in any event within two Business
Days after receipt) remit such funds into a Lock-Box Account.  The Seller will not permit funds other than
Collections on Pool Receivables and other Pool Assets to be deposited into any
Lock-Box Account.  If such funds are
nevertheless deposited into any Lock-Box Account, the Seller will promptly
identify such funds for segregation.  The
Seller will not, and will not permit the Servicer, any Originator or other
Person to, commingle Collections or other funds to which the Administrator, any
Purchaser Agent or any Purchaser is entitled with any other funds.  The Seller shall only add, and shall only
permit an Originator to add, a Lock-Box Bank (or the related lock-box or post
office box), or Lock-Box Account to those listed on Schedule II to this Agreement,
if the Administrator has received notice of such addition, a copy of any new
Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box
Agreement in form and substance acceptable to the Administrator from any such
new Lock-Box Bank.  The Seller shall only
terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box
or post office box), upon 30 days’ advance notice to and with the prior written
consent of the Administrator.


 


(g)                                 Sales,
Liens, etc.  Except as otherwise provided
herein, the Seller will not sell, assign (by operation of law or otherwise) or
otherwise dispose of, or create or suffer to exist any Adverse Claim upon
(including, without limitation, the filing of any financing statement) or with
respect to, any Pool Receivable or other Pool Asset, or assign any right to
receive income in respect thereof.


 


(h)                                 Extension
or Amendment of Pool Receivables.  Except as the Servicer is
otherwise permitted in Section 4.2 of this Agreement, the Seller
will not extend, amend or otherwise modify the terms of any Pool Receivable, or
amend, modify or waive any term or condition of any Contract related thereto,
without the prior written consent of the Administrator and the Majority
Purchaser Agents.  The Seller shall at
its expense, timely and fully perform and comply with all material provisions,
covenants and other promises required to be observed by it under the Contracts
related to the Pool Receivables, and timely and fully comply in all material
respects with the Credit and Collection Policy with regard to each Receivable
and the related Contract.


 


(i)                                     Change
in Business.  The Seller will not (i) make
any change in the character of its business, which change could impair the
collectibility of any Pool Receivable or (ii) make any change in any
Credit and Collection Policy that would reasonably be expected to materially
adversely affect the collectibility of the Pool Receivables, the enforceability
of any related Contract or its ability to perform its obligations under the
related Contract or the Transaction Documents, in the case of either (i) or
(ii) above, without the prior written consent of the Administrator and the
Majority Purchaser Agents.  The Seller
shall not make any change in any Credit and Collection Policy without giving
prior written notice thereof to the Administrator and each Purchaser Agent.


 


(j)                                     Fundamental
Changes.  The Seller shall not,
without the prior written consent of the Administrator and the Majority
Purchaser Agents, permit itself (i) to merge or consolidate with or into,
or convey, transfer, lease or otherwise dispose of (whether in one transaction
or in a series of transactions) all or substantially all of its assets (whether
now owned or hereafter 


 


IV-3

















 


acquired) to, any Person or (ii) to be owned by
any Person other than Triumph.  The
Seller shall provide the Administrator with at least 30 days’ prior written
notice before making any change in the Seller’s name or location or making any
other change in the Seller’s identity or structure that could impair or
otherwise render any UCC financing statement filed in connection with this
Agreement “seriously misleading” as such term (or similar term) is used in the
applicable UCC; each notice to the Administrator and the Purchaser Agents
pursuant to this sentence shall set forth the applicable change and the
proposed effective date thereof.  The
Seller will also maintain and implement (or cause the Servicer to maintain and
implement) administrative and operating procedures (including an ability to
recreate records evidencing Pool Receivables and related Contracts in the event
of the destruction of the originals thereof), and keep and maintain (or cause
the Servicer to keep and maintain) all documents, books, records, computer
tapes and disks and other information reasonably necessary or advisable for the
collection of all Pool Receivables (including records adequate to permit the
daily identification of each Pool Receivable and all Collections of and
adjustments to each existing Pool Receivable).


 


(k)                                  Change
in Payment Instructions to Obligors. 
The Seller shall not add to, replace or terminate any of the Lock-Box
Accounts (or any related lock-box or post office box) listed in Schedule II
hereto or make any change in its (or their) instructions to the Obligors
regarding payments to be made to the Lock-Box Accounts (or any related lock-box
or post office box), unless the Administrator and each Purchaser Agent shall
have received (x) prior written notice of such addition, termination or
change and (y) signed and acknowledged Lock-Box Agreements with respect to
such new Lock-Box Accounts (or any related lock-box or post office box).


 


(l)                                     Ownership
Interest, Etc.  The Seller shall (and
shall cause the Servicer to) (i) at its expense, take all action necessary
or desirable to establish and maintain a valid and enforceable undivided
percentage ownership or security interest, to the extent of the Purchased
Interest, in the Pool Receivables, the Related Security and Collections with
respect thereto, and (ii) at its expense, in order to evidence the
interests of the Administrator under this Agreement, from time to time take
such action, or execute and deliver such instruments as may be necessary to
maintain and perfect, as a first-priority security interest, the Administrator’s
security interest in the Receivables, Related Security and Collections.  The Seller shall at its expense, from time to
time and within the time limits established by law, prepare and present to the
Administrator for the Administrator’s authorization and approval, all financing
statements, amendments or  continuations,
or other filings necessary to continue, maintain and perfect the Administrator’s
security interest as a first-priority security interest.  The Administrator’s approval of such filings
shall authorize the Seller to file such financing statements under the UCC
without the signature of the Seller, any Originator or the Administrator where
allowed by applicable law.  Notwithstanding
anything else in the Transaction Documents to the contrary, the Seller shall
not have any authority to file a termination, partial termination, release,
partial release, or any amendment that deletes the name of a debtor or excludes
collateral of any such financing statements, except with respect to any Person
that ceases to be an Originator, without the prior written consent of the
Administrator.


 


(m)                               Certain
Agreements.  The Seller will not
amend, modify, waive, revoke or terminate (or permit or cause any change to) any
Transaction Document to which it is a party (except in accordance with the
terms of such Transaction Document) or any provision of the Seller’s
organizational documents which requires the consent of the Independent
Director.


 


IV-4

















 


(n)                                 Restricted
Payments.  (i) Except pursuant
to clause (ii) below, the Seller will not: (A) purchase or
redeem any shares of its capital stock or membership interests, (B) declare
or pay any dividend or distribution or set aside any funds for any such
purpose, (C) prepay, purchase or redeem any Debt, (D) lend or advance
any funds or (E) repay any loans or advances to, for or from any of its
Affiliates (the amounts described in clauses (A) through (E) being
referred to as “Restricted Payments”).


 


(ii)                                  Subject
to the limitations set forth in clause (iii) below, the Seller may
make Restricted Payments so long as such Restricted Payments are made only in
one or more of the following ways: (A) the Seller may make cash payments
(including prepayments) on the Company Notes in accordance with their
respective terms, and (B) if no amounts are then outstanding under any
Company Note, the Seller may declare and pay dividends or make distributions.


 


(iii)                               The
Seller may make Restricted Payments only out of the funds, if any, it receives
pursuant to Sections 1.4(b)(ii) and (iv), 1.4(c) and 1.4(d) of
this Agreement.  Furthermore, the Seller
shall not pay, make or declare: (A) any dividend if, after giving effect
thereto, the Tangible Net Worth of the Seller would be less than $12,500,000,  or (B) any Restricted Payment (including any dividend)
if, after giving effect thereto, any Termination Event or Unmatured Termination
Event shall have occurred and be continuing.


 


(o)                                 Other
Business.  The Seller will not: (i) engage
in any business other than the transactions contemplated by the Transaction
Documents, (ii) create, incur or permit to exist any Debt of any kind (or
cause or permit to be issued for its account any letters of credit or bankers’
acceptances) other than pursuant to this Agreement or the Company Notes, or (iii) form
any Subsidiary or make any investments in any other Person; provided, however,
that the Seller shall be permitted to incur obligations to the extent necessary
for the day-to-day operations of the Seller (such as expenses for stationery,
audits, maintenance of legal status, etc.).


 


(p)                                 Use
of Seller’s Share of Collections. 
The Seller shall apply the Seller’s Share of Collections to make
payments in the following order of priority: (i) the payment of its
expenses (including all obligations then due and payable to the Purchasers, the
Purchaser Agents and the Administrator under this Agreement and under the
Purchaser Group Fee Letters), (ii) the payment of accrued and unpaid interest
on the Company Note and (iii) other legal and valid limited liability
company purposes.


 


(q)                                 Tangible
Net Worth.  The Seller will not
permit its Tangible Net Worth, at any time, to be less than $12,500,000.


 


(r)                                    Bankruptcy
Opinion.  The Seller shall comply
with all covenants and obligations assumed to be complied with by it in the
Bankruptcy Opinion as if such covenants and obligations were set forth herein.


 


2.                                       Covenants
of the Servicer.  At all times from
the date hereof until the latest of the Facility Termination Date, the date on
which no Capital of or Discount in respect of the Purchased Interest shall be
outstanding or the date all other amounts owed by the Seller or the 


 


IV-5

















 


Servicer under
this Agreement to any Purchaser, Purchaser Agent, the Administrator and any
other Indemnified Party or Affected Person shall be paid in full:


 


(a)                                  Reporting. 
The Servicer shall furnish to the Administrator and each Purchaser
Agent:


 


(i)  Compliance Certificates.  So long as Triumph is the Servicer, together
with the financial information required to be delivered to the Administrator
and each Purchaser Agent pursuant to Section 7(g) of the Performance Guaranty,
if any, a compliance certificate in the form of Annex F attached hereto
signed by its chief executive officer, president or chief financial officer
solely in their capacities as officers of the Servicer stating, among other
things, that no Termination Event or Unmatured Termination Event exists, or if
any Termination Event or Unmatured Termination Event exists, stating the nature
and status thereof.


 


(ii)  Information Packages.  As soon as available and in any event not
later than four Business Days prior to each Settlement Date, an Information
Package as of the most recently completed calendar month.


 


(iii)  Other Information.  Such other information (including
non-financial information) as the Administrator or any Purchaser Agent may from
time to time reasonably request.


 


(b)                                 Notices.  The Servicer will notify the Administrator
and each Purchaser Agent in writing of any of the following events promptly
upon (but in no event later than three Business Days after) a financial or
other officer learning of the occurrence thereof, with such notice describing
the same, and if applicable, the steps being taken by the Person(s) affected
with respect thereto:


 


(i)                                     Notice
of Termination Events or Unmatured Termination Events.  The occurrence of any Termination Event or
Unmatured Termination Event together with a statement of the chief financial
officer or chief accounting officer of the Servicer setting forth details of
such Termination Event or such Unmatured Termination Event and any action which
the Servicer proposes to take with respect thereto.


 


(ii)                                  Representations
and Warranties.  The failure of any
representation or warranty to be true (when made or deemed made) in any
material respect with respect to the Pool Receivables.


 


(iii)                               Litigation.  The institution of any litigation,
arbitration proceeding or governmental proceeding which could have a Material
Adverse Effect with respect to the Servicer.


 


(iv)                              Adverse
Claim.  (A) Any Person shall
obtain an Adverse Claim upon the Pool Receivables or Collections with respect
thereto (other than the creditor
related to the Judgment Lien solely in respect of Receivables originated by
Triumph Composite Systems, Inc.), (B) any Person other than the
Seller, the Servicer or the Administrator shall obtain any rights or direct any
action with respect to any Lock-Box Account (or 


 


IV-6

















 


related
lock-box or post office box) or (C) any Obligor shall receive any change
in payment instructions with respect to Pool Receivable(s) from a Person
other than the Servicer, Triumph, an Originator or the Administrator.


 


(v)                                 ERISA
and Other Claims.  (A) Upon the
occurrence of a Reportable Event, such that the Servicer or any ERISA Affiliate
is required to file a report or notice with the Internal Revenue Service, the
Pension Benefit Guaranty Corporation or the U.S. Department of Labor, that
could result in the imposition of liability on the Servicer and/or any such
Affiliate, (B) upon the receipt of notice of a filing of a report or
notice of a Reportable Event from any of the foregoing entities or a Multiemployer
Plan that could result in the imposition of liability on the Servicer and/or
any such Affiliate, (C) upon the withdrawal by either the Servicer or any
ERISA Affiliate from a Multiemployer Plan in either a complete withdrawal or a
partial withdrawal that results in or is reasonably likely to result in the
imposition of a liability with respect to the Servicer and/or any such
Affiliate, or (D) upon the claim of a Multiemployer Plan against the
Servicer or any ERISA Affiliate with respect to a failure of Servicer or any
ERISA Affiliate to make contributions to such Multiemployer Plan.


 


(c)                                  Conduct
of Business.  The Servicer will (i) carry
on and conduct its business in substantially the same manner and in
substantially the same fields of enterprise as it is presently conducted and (ii) do
all things necessary to remain duly incorporated, validly existing and in good
standing as a domestic corporation in its jurisdiction of incorporation and (iii) maintain
all requisite authority to conduct its business in each jurisdiction in which
its business is conducted.


 


(d)                                 Compliance
with Laws.  The Servicer will comply
with all laws, rules, regulations, orders, writs, judgments, injunctions,
decrees or awards to which it may be subject.


 


(e)                                  Furnishing
of Information and Inspection of Receivables.  The Servicer will furnish to the
Administrator and each Purchaser Agent from time to time such information with
respect to the Pool Receivables as the Administrator or such Purchaser Agent
may reasonably request.  The Servicer
will, at the Servicer’s expense, at any time and from time to time during
regular business hours with prior written notice (i) permit the
Administrator or any Purchaser Agent, or their respective agents or
representatives, (A) to examine and make copies of and abstracts from all
books and records relating to the Pool Receivables or other Pool Assets and (B) to
visit the offices and properties of the Servicer for the purpose of examining
such books and records, and to discuss matters relating to the Pool
Receivables, other Pool Assets or the Servicer’s performance hereunder or under
the other Transaction Documents to which it is a party with any of the
officers, directors, employees or independent certified public accountants of
the Servicer (provided that representatives of the Servicer are present during
such discussions) having knowledge of such matters and (ii) without
limiting the provisions of clause (i) above,
during regular business hours, at the Servicer’s expense, upon reasonable prior
written notice from the Administrator, permit certified public accountants or
other auditors acceptable to the Administrator and the Purchaser Agents to
conduct, a review of its books and records with respect to the Pool
Receivables.


 


(f)                                    Payments
on Receivables, Accounts.  The
Servicer will at all times instruct all Obligors to deliver payments on the
Pool Receivables to a Lock-Box Account. 
If any such 


 


IV-7

















 


payments or other Collections are received by the Servicer,
it shall hold such payments in trust for the benefit of the Administrator and
the Purchasers and promptly (but in any event within two Business Days after
receipt) remit such funds into a Lock-Box Account.  The Servicer will not permit funds other than
Collections on Pool Receivables and other Pool Assets to be deposited into any
Lock-Box Account.  If such funds are
nevertheless deposited into any Lock-Box Account, the Servicer will promptly
identify such funds for segregation.  The
Servicer will not commingle Collections or other funds to which the
Administrator, any Purchaser Agent or any Purchaser is entitled with any other
funds.  The Servicer shall only add, a
Lock-Box Bank (or the related lock-box or post office box), or Lock-Box Account
to those listed on Schedule II to this Agreement, if the Administrator
has received notice of such addition, a copy of any new Lock-Box Agreement and
an executed and acknowledged copy of a Lock-Box Agreement in form and substance
acceptable to the Administrator from any such new Lock-Box Bank.  The Servicer shall only terminate a Lock-Box
Bank or close a Lock-Box Account (or the related lock-box or post office box),
upon 30 days’ advance notice to and with the prior written consent of the
Administrator.


 


(g)                                 Extension
or Amendment of Pool Receivables. 
Except as the Servicer is otherwise permitted in Section 4.2
of this Agreement, the Servicer will not extend, amend or otherwise modify the
terms of any Pool Receivable, or amend, modify or waive any term or condition
of any Contract related thereto, without the prior written consent of the
Administrator and the Majority Purchaser Agents.  The Servicer shall at its expense, timely and
fully perform and comply with all material provisions, covenants and other
promises required to be observed by it under the Contracts related to the Pool
Receivables, and timely and fully comply in all material respects with the
Credit and Collection Policy with regard to each Pool Receivable  and the related Contract.


 


(h)                                 Change
in Business.  The Servicer will not (i) make
any change in the character of its business, which change could impair the
collectibility of any Pool Receivable or (ii) make any change in any
Credit and Collection Policy that would reasonably be expected to materially
adversely affect the collectibility of the Pool Receivables, the enforceability
of any related Contract or its ability to perform its obligations under the
related Contract or the Transaction Documents, in the case of either (i) or
(ii) above, without the prior written consent of the Administrator and the
Majority Purchaser Agents.  The Servicer
shall not make any written change in any Credit and Collection Policy without
giving prior written notice thereof to the Administrator and each Purchaser
Agent.


 


(i)                                     Records.  The Servicer will maintain and implement
administrative and operating procedures (including an ability to recreate
records evidencing Pool Receivables and related Contracts in the event of the
destruction of the originals thereof), and keep and maintain all documents,
books, records, computer tapes and disks and other information reasonably
necessary or advisable for the collection of all Pool Receivables (including
records adequate to permit the daily identification of each Pool Receivable and
all Collections of and adjustments to each existing Pool Receivable).


 


(j)                                     Change
in Payment Instructions to Obligors. 
The Servicer shall not add to, replace or terminate any of the Lock-Box
Accounts (or any related lock-box or post office box) listed in Schedule II
hereto or make any change in its instructions to the Obligors regarding 


 


IV-8

















 


payments to be made to the Lock-Box Accounts (or any
related lock-box or post office box), unless the Administrator and each
Purchaser Agent shall have received (x) prior written notice of such
addition, termination or change and (y) signed and acknowledged Lock-Box
Agreements with respect to such new Lock-Box Accounts (or any related lock-box
or post office box).


 


(k)                                  Ownership
Interest, Etc.  The Servicer shall,
at its expense, take all action necessary or desirable to establish and
maintain a valid and enforceable undivided percentage ownership or security
interest, to the extent of the Purchased Interest, in the Pool Receivables, the
Related Security and Collections with respect thereto, and a first-priority
perfected security interest in the Pool Assets, in each case free and clear of
any Adverse Claim (other than the
Judgment Lien solely in respect of Receivables originated by Triumph Composite
Systems, Inc.) in favor of the Administrator (on behalf of the
Purchasers), including taking such action to perfect, protect or more fully
evidence the interest of the Administrator (on behalf of the Purchasers) as the
Administrator or any Purchaser Agent, may reasonably request.


 


(l)                                     Bankruptcy
Opinion.  The Servicer shall comply
with all covenants and obligations assumed to be complied with by it in the
Bankruptcy Opinion as if such covenants and obligations were set forth herein.


 


(m)                               Judgment
Lien.   Until the Judgment Lien is
satisfied in full, the Servicer shall cause Triumph Composite Systems, Inc.,
as Originator, to set aside and maintain adequate reserves therefor.  Upon the full satisfaction of the Judgment
Lien, the Servicer shall cause Triumph Composite Systems, Inc. to promptly
take all steps necessary to cause all filings in respect of the Judgment Lien
to be released.


 


3.                                       Separate
Existence.  Each of the Seller and
the Servicer hereby acknowledges that the Purchasers, the Purchaser Agents and
the Administrator are entering into the transactions contemplated by this
Agreement and the other Transaction Documents in reliance upon the Seller’s
identity as a legal entity separate from Triumph, the Originators and their
respective Affiliates.  Therefore, from
and after the date hereof, each of the Seller and the Servicer shall take all
steps specifically required by this Agreement or reasonably required by the
Administrator or any Purchaser Agent to continue the Seller’s identity as a
separate legal entity and to make it apparent to third Persons that the Seller
is an entity with assets and liabilities distinct from those of Triumph, any
Originator, the Servicer and any other Person, and is not a division of
Triumph, any Originator, the Servicer or any other Person.  Without limiting the generality of the
foregoing and in addition to and consistent with the other covenants set forth
herein, each of the Seller and the Servicer shall take such actions as shall be
required in order that:


 


(a)                                  The
Seller will be a limited liability company whose primary activities are
restricted in its operating agreement to: (i) purchasing or otherwise
acquiring from the Originators or Triumph, owning, holding, granting security
interests or selling interests in Pool Assets, (ii) entering into
agreements for the selling and servicing of the Receivables Pool and (iii) conducting
such other activities as it deems necessary or appropriate to carry out its
primary activities;


 


IV-9

















 


(b)                                 The
Seller shall not engage in any business or activity, or incur any indebtedness
or liability (including, without limitation, any assumption or guaranty of any
obligation of Triumph, any Originator, the Servicer or any Affiliate thereof),
other than as expressly permitted by the Transaction Documents;


 


(c)                                  Not
less than one member of the Seller’s board of directors (the “Independent
Director”) shall be a natural person (A) who is not at the time of
initial appointment and has not been at any time during the five (5) years
preceding such appointment: (1) an equityholder, director, officer,
employee, member, manager (other than an independent manager), attorney or
partner of Triumph, Seller, Servicer or any of their Affiliates; (2) a
customer of, supplier to or other person who derives more than 1% of its
purchases or revenues from its activities with Triumph, Seller, Servicer or any
of their Affiliates; (3) a person or other entity controlling, controlled
by or under common control with any such equity holder, partner, member,
manager, customer, supplier or other person; or (4) a member of the
immediate family of any such equity holder, director, officer, employee,
member, manager, partner, customer, supplier or other person and (B) who
has (1) prior experience as an independent director for a corporation or
an independent director or independent manager of a limited liability company
whose charter documents required the unanimous consent of all independent
directors or independent managers thereof before such corporation or limited
liability company could consent to the institution of bankruptcy or insolvency
proceedings against it or could file a petition seeking relief under any
applicable federal or state law relating to bankruptcy and (2) at least
three years of employment experience with one or more entities that provide, in
the ordinary course of their respective businesses, advisory, management or
placement services to issuers of securitization or structured finance
instruments, agreements or securities. 
Under this clause (c), the term “control” means the possession,
directly or indirectly, of the power to direct or cause the direction of
management, policies or activities of a Person, whether through ownership of voting
securities, by contract or otherwise. 
The operating agreement of the Seller shall provide that: (A) the
Seller’s board of directors shall not approve, or take any other action to
cause the filing of, a voluntary bankruptcy petition with respect to the Seller
unless the Independent Director shall approve the taking of such action in
writing before the taking of such action, and (B) such provision cannot be
amended without the prior written consent of the Independent Director;


 


(d)                                 The
Independent Director shall not at any time serve as a trustee in bankruptcy for
the Seller, Triumph, any Originator, the Servicer or any of their respective
Affiliates;


 


(e)                                  The
Seller shall conduct its affairs in accordance with its organizational
documents and observe all necessary, appropriate and customary limited
liability company formalities, including, but not limited to, holding all
regular and special members’ and board of directors’ meetings appropriate to
authorize all limited liability company action, keeping separate and accurate
minutes of its meetings, passing all resolutions or consents necessary to
authorize actions taken or to be taken, and maintaining accurate and separate
books, records and accounts, including, but not limited to, payroll and
intercompany transaction accounts;


 


(f)                                    Any
employee, consultant or agent of the Seller will be compensated from the Seller’s
funds for services provided to the Seller, and to the extent that Seller shares
the same officers or other employees as Triumph, the Servicer or any Originator
(or any other Affiliate thereof), the salaries and expenses relating to
providing benefits to such officers and other 


 


IV-10

















 


employees shall be fairly allocated among such
entities, and each such entity shall bear its fair share of the salary and
benefit costs associated with such common officers and employees.  The Seller will not engage any agents other
than its attorneys, auditors and other professionals, and a servicer and any
other agent contemplated by the Transaction Documents for the Receivables Pool,
which servicer will be fully compensated for its services by payment of the
Servicing Fee, and a manager, which manager will be fully compensated from the
Seller’s funds;


 


(g)                                 The
Seller will contract with the Servicer to perform for the Seller all operations
required on a daily basis to service the Receivables Pool.  The Seller will pay the Servicer the
Servicing Fee pursuant hereto.  The
Seller will not incur any material indirect or overhead expenses for items
shared with Triumph, the Servicer or any Originator (or any other Affiliate
thereof) that are not reflected in the Servicing Fee.  To the extent, if any, that the Seller (or
any Affiliate thereof) shares items of expenses not reflected in the Servicing
Fee or the manager’s fee, such as legal, auditing and other professional
services, such expenses will be allocated to the extent practical on the basis
of actual use or the value of services rendered, and otherwise on a basis reasonably
related to the actual use or the value of services rendered; it being
understood that Triumph, in its capacity as Servicer, shall pay all
expenses relating to the preparation, negotiation, execution and delivery of
the Transaction Documents, including legal, agency and other fees;


 


(h)                                 The
Seller’s operating expenses will not be paid by Triumph, the Servicer or any
Originator or any Affiliate thereof;


 


(i)                                     The
Seller will have its own separate stationery;


 


(j)                                     The
Seller’s books and records will be maintained separately from those of Triumph,
the Servicer, each Originator and any other Affiliate thereof and in a manner
such that it will not be difficult or costly to segregate, ascertain or
otherwise identify the assets and liabilities of Seller;


 


(k)                                  All
financial statements of Triumph, the Servicer or any Originator or any
Affiliate thereof that are consolidated to include Seller will disclose that (i) the
Seller is a separate legal entity with its own separate creditors who will be
entitled, upon its liquidation, to be satisfied out of the Seller’s assets
prior to any assets or value in the Seller becoming available to the Seller’s
equity holders and (ii) the assets of the Seller are not available to pay
creditors of Triumph, the Servicer or the Originators or any other Affiliates
of Triumph, the Servicer or the Originators;


 


(l)                                     The
Seller’s assets will be maintained in a manner that facilitates their
identification and segregation from those of Triumph, the Servicer, the
Originators or any Affiliates thereof;


 


(m)                               The
Seller will observe limited liability company formalities in its dealings with
Triumph, the Servicer, the Originators or any Affiliates thereof, and funds or
other assets of the Seller will not be commingled with those of Triumph, the Servicer,
the Originators or any Affiliates thereof except as permitted by this Agreement
in connection with servicing the Pool Receivables.  The Seller shall not maintain joint bank
accounts or other depository accounts to 


 


IV-11

















 


which Triumph or any Affiliate thereof (other than
Triumph in its capacity as the Servicer) has independent access.  The Seller is not named, and has not entered
into any agreement to be named, directly or indirectly, as a direct or contingent
beneficiary or loss payee on any insurance policy with respect to any loss
relating to the property of Triumph, the Originators or any Subsidiaries or
other Affiliates thereof.  The Seller
will pay to the appropriate Affiliate the marginal increase or, in the absence
of such increase, the market amount of its portion of the premium payable with
respect to any insurance policy that covers the Seller and such Affiliate;


 


(n)                                 The
Seller will maintain arm’s-length relationships with Triumph, the Servicer, the
Originators (and any Affiliates thereof). 
Any Person that renders or otherwise furnishes services to the Seller
will be compensated by the Seller at market rates for such services it renders
or otherwise furnishes to the Seller. 
Neither the Seller on the one hand, nor Triumph, the Servicer or any
Originator, on the other hand, will be or will hold itself out to be
responsible for the debts of the other or the decisions or actions respecting
the daily business and affairs of the other. 
The Seller, Triumph, the Servicer and the Originators will promptly
correct any known misrepresentation with respect to the foregoing, and they
will not operate or purport to operate as an integrated single economic unit
with respect to each other or in their dealing with any other entity;


 


(o)                                 The
Seller shall have a separate area from Triumph, the Servicer and each
Originator for its business (which may be located at the same address as such
entities) and to the extent that any other such entity has offices in the same
location, there shall be a fair and appropriate allocation of overhead costs
between them, and each shall bear its fair share of such expenses; and


 


(p)                                 To
the extent not already covered in paragraphs (a) through (o) above,
Seller shall comply and/or act in accordance with the provisions of Section 6.4
of the Sale Agreement.


 


IV-12
















 


EXHIBIT V


 


TERMINATION EVENTS


 


Each of the following shall be a “Termination Event”:


 


(a)           (i)  the Seller, Triumph, any
Originator or the Servicer shall fail to perform or observe any term, covenant
or agreement under this Agreement or any other Transaction Document, except as
otherwise provided herein, such failure shall, solely to the extent capable of
cure, continue for 15 days after the earlier of any such Person’s knowledge or
notice thereof or (ii) the Seller, Triumph, any Originator or the Servicer
shall fail to make when due any payment or deposit to be made by it under this
Agreement or any other Transaction Document and such failure shall remain
unremedied for two Business Days after the earlier of any such Person’s
knowledge or notice thereof;


 


(b)           any representation or warranty made
or deemed made by the Seller, any Originator or the Servicer (or any of their
respective officers) under or in connection with this Agreement or any other
Transaction Document, or any information or report delivered by the Seller or
the Servicer or any Originator pursuant to this Agreement or any other
Transaction Document, shall fail to have been true or correct in any material
respect when made or deemed made or delivered and shall remain incorrect or
untrue for 10 days after knowledge or notice thereof (if the representation or
warranty is of a type that is capable of being cured);


 


(c)           the Seller or the Servicer shall fail
to deliver any Information Package when due pursuant to this Agreement, and
such failure shall remain unremedied for five Business Days after the earlier
of such Person’s knowledge or notice thereof;


 


(d)           this Agreement or any Purchase or
reinvestment pursuant to this Agreement shall for any reason: (i) cease to
create, or the Purchased Interest shall for any reason cease to be, a valid and
enforceable first-priority perfected undivided percentage ownership or security
interest in favor of the Administrator (for the benefit of the Purchasers) in
each Pool Receivable, the Related Security and Collections with respect
thereto, free and clear of any Adverse Claim (other than the Judgment Lien solely in respect of Receivables
originated by Triumph Composite Systems, Inc.), or (ii) cease to
create with respect to the Pool Assets in favor of the Administrator (for the
benefit of the Purchasers), or the interest of the Administrator (for the
benefit of the Purchasers) with respect to such Pool Assets shall cease to be,
a valid and enforceable first-priority perfected security interest, free and
clear of any Adverse Claim (other
than the Judgment Lien solely in respect of Receivables originated by Triumph
Composite Systems, Inc.);


 


(e)           the Seller, Triumph, the Servicer or
any Originator shall generally not pay its debts as such debts become due,
shall admit in writing its inability to pay its debts generally, or shall make
a general assignment for the benefit of creditors; or any proceeding shall be
instituted by or against the Seller, Triumph, the Servicer or any Originator
seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation,
winding up, reorganization, arrangement, adjustment, protection, relief or
composition of it or its debts under any law relating to bankruptcy, insolvency
or reorganization or relief of debtors, or seeking the entry of an order for
relief or the appointment of a receiver, trustee, custodian or other similar
official for it or for any 


 


V-1

















 


substantial part of its
property and, in the case of any such proceeding instituted against it (but not
instituted by it), either such proceeding shall remain undismissed or unstayed
for a period of 60 days, or any of the actions sought in such proceeding
(including the entry of an order for relief against, or the appointment of a receiver,
trustee, custodian or other similar official for, it or for any substantial
part of its property) shall occur; or the Seller, Triumph, the Servicer or any
Originator shall take any corporate action to authorize any of the actions set
forth above in this paragraph;


 


(f)            (i) the (A) Default Ratio
shall exceed 3.5% or (B) Delinquency Ratio shall exceed 15.0%, (ii) the
average for three consecutive calendar months of: (A) the Default Ratio
shall exceed 2.5%, (B) the Delinquency Ratio shall exceed 13.0%, or (C) the
Dilution Ratio shall exceed 3.0% or (iii) Days’ Sales Outstanding exceeds
65 days;


 


(g)           a Change in Control shall occur;


 


(h)           the Purchased Interest shall exceed
100% for two consecutive Business Days;


 


(i)            (i)  Triumph or any of its
Subsidiaries shall fail to pay any principal of or premium or interest on any
of its Debt that is outstanding in a principal amount of at least $10,000,000
in the aggregate when the same becomes due and payable (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise), and such
failure shall continue after the applicable grace period, if any, specified in
the agreement, mortgage, indenture or instrument relating to such Debt (whether
or not such failure shall have been waived under the related agreement), or (ii) any
other event shall occur or condition shall exist under any agreement, mortgage,
indenture or instrument relating to any such Debt and shall continue after the
applicable grace period, if any, specified in such agreement, mortgage,
indenture or instrument (whether or not such failure shall have been waived
under the related agreement), if the effect of such event or condition is to
give the applicable debtholders the right (whether acted upon or not) to
accelerate the maturity of such Debt, or (iii) any such Debt shall be
declared to be due and payable, or required to be prepaid (other than by a
regularly scheduled required prepayment), redeemed, purchased or defeased, or
an offer to repay, redeem, purchase or defease such Debt shall be required to
be made, in each case before the stated maturity thereof;


 


(j)            the occurrence of any event that
results in or is reasonably likely to result in either the Internal Revenue
Service or the Pension Benefit Guaranty Corporation filing one or more notices
of lien asserting a claim or claims pursuant to the Internal Revenue Code, or
ERISA, as applicable, against the assets of Seller, Triumph, any Originator or
any ERISA Affiliate


 


(k)           a Purchase and Sale Termination Event
shall have occurred; or


 


(l)            Triumph shall fail to perform in any
material respect any of its obligations under the Performance Guaranty.


 


V-2